Small World After All
by neojedigoddess
Summary: In an effort to help Steve, Natasha sends him to California to sit in on a college class taught by a former SHIELD operative to give him "perspective". He's surprised to discover the professor is the niece of his old friend and Howling Commando, Dum Dum Dugan. From that fateful meeting Steve discovers that he's not quite alone as he thought he was. (Steve/OFC)
1. Chapter 1

**Notes:**

This begins in late August 2015 after the fall of SHIELD in Captain America: The Winter Soldier. Age of Ultron and Civil War never happened and mutants exist. Thor: The Dark World has not happened. It leads into the second season of Agents of SHIELD but deviates after the midseason finale. Hawkeye doesn't have a secret family and Tony did NOT get his arc reactor removed at the end of Iron Man 3. Pepper was not cured of Extremis (don't worry, she's fine) I made a guess at Dum Dum's age and made it work for me, same with Peggy. Hydra has their hands in everything and Victor Von Doom is a punk. The BAU of Criminal Minds exist in this universe. Coulson has previously revealed to the Avengers he's alive.

* * *

 **Steve POV**

Steve Rogers, at the ripe age of 97 had accomplished many things in his life. He'd gone from a skinny sickly kid from Brooklyn to Captain America. He'd fought Nazis and their even more evil counterparts, Hydra. He'd nearly sacrificed his own life to save NY, thinking as the plane plunged toward the Arctic Ocean that even though he'd never get to that date with Peggy, at least Hydra was defeated.

He'd been wrong about many things in his life too. He hadn't died like he thought he would and apparently many other assumed. He went from seeing nothing but white and hearing Peggy's voice to that fake SHIELD room and then a very different New York City. He went from 1945 to 2011 in the blink of an eye. He hadn't defeated Hydra but forced them to hide and go underground like the snakes they were. He had never thought of anything like aliens but they were real. Thor and Loki and the Chitari. He didn't see Howard Stark as the kind of man to settle down, but he had and his son was very much like him in many ways he would never admit. He'd thought Bucky had died when he fell from the train. He'd thought Agent Coulson had been killed by Loki.

He'd been forced to help destroy SHIELD in order to defeat the plans of the Hydra agents within it. With Natasha's actions, there were no more secrets, even for her. Every agent was exposed, both sides. Many people had died because of that exposure. Now they were trying to rebuild SHIELD from the ground up with the Avengers as the core. Coulson had a hard road ahead of him and Steve was trying to help as much as he could. But, his public persona didn't exactly help when it came to secrecy. Apparently he had an entire line of merchandise dedicated to him.

As much of a trained assassin as she was, Natasha was also quite good at reading him on particular and had confronted him about his guilt in helping to destroy SHIELD and feelings that no matter how hard he fought, evil remained. She'd encouraged him to take a trip to California to a college class taught by a friend of hers, a former SHIELD agent who had left active service to become a professor. Apparently her specialty was history and historical profiling with a focus on the Civil War and World War 2. It went without saying that she was probably an expert on the history of SHIELD. Natasha thought it might give him some perspective, to see things from a different point of view rather than just his own.

Walking around the campus, he felt more nervous and awkward that he had since before he'd been made a supersoldier. He'd fought Nazis and aliens but had never gone to college. Would they be able to tell? He'd worked on his attempt to blend in, Natasha emphasizing that just a flannel and hat wouldn't be enough in a world with so much media. With some effort, his body language was much more relaxed and a pair of fake glasses helped. He felt naked without his shield but had managed to leave it behind since it wouldn't exactly fit in his backpack.

He made his way to the class, triple checking that he was in the right room and took a seat toward the back. If this friend of Natasha was a history expert and a former SHIELD operative, then there was the chance she would recognize him. Hell, with the internet, there was a chance a few of these kids would recognize him. He hoped they wouldn't.

The class filled up quickly and went quiet as a petite woman took to the small dais that the auditorium of seats near surrounded that included a large desk and lectern, a white board behind her. She was dressed rather casually in a pair of fitted jeans and a loose flowing top and already he assumed that she wasn't the kind of person to waste time on appearances when they didn't matter. From her coloring, he wondered if she was Native American, having learned the term Indian could be considered offensive, like everything else these days. He wondered if she'd worn her hair that long as an agent. She seemed athletic, no doubt habits from SHIELD were hard to break, there was no slouching, no wasted movement.

A moment of preparation and she moved forward, looking up at the class. Now he could see why she didn't waste time on looks, she didn't need to. She was beautiful in a real natural way, not the over made up look that seemed to be popular now. Thanks to the serum, even from the back he could see her shockingly bright blue eyes that somehow seemed familiar. He was also familiar with the fact that she was scanning the room for threats. He'd seen that same look on Natasha's face. No doubt it had been seen on his. Some habits you never broke.

"Good morning. My name is Dr. Holly Dugan and this is History of World War 2 European Theater." A breath. "Before I go into the syllabus for this extended class, how many of you are here because I was involved with the agency known as SHIELD?"

Steve was impressed with how controlled and almost bored she was with the question. There was no denying or hiding for her. Of course, her last name was Dugan, was she related to Dum Dum? He'd decided not to look her up before going to the class. No preconceived notions that way. It would be a strange coincidence if she wasn't. The class was silent.

"Come on, I know at least a few of you, gave up a few more weeks of your break, to see the real life spy. Of course you'd be wrong. I don't like the term spy, it makes it sound like what SHIELD did was something to be ashamed of. It wasn't. SHIELD protected and saved many lives and many nations, all behind the scenes. I was mostly an undercover operative and technically even though SHIELD is currently considered non-existent, I still am an operative. I consult from time to time. Yes, it is true what you read online about me. Mostly. Yes, my family helped start SHIELD. Yes, I have 3 black belts. Yes I am an expert in sword fighting. Yes, I have killed people."

She let that sink in before she took another step forward and then stood at parade rest, hands behind her back, eyes looking over the students. Had her SHIELD training included time in the military? The look on her face as she looked over the students made him think of the day he met Peggy. Strange. "If you are in this class thinking that I will entertain you with stories of political intrigue and violence, please drop this class because you will fail. Stay and I promise you that you will earn your grade through the hardest work you've done at this University. I do not accept excuses or whining. You are here to learn and I will make sure of that, fair warning. Now I'll entertain a few questions so we can get them out of the way."

Hands shot up. Dr Dugan pointed to a girl who stood up. "Dr. Dugan, is it true you are related to a member of the Howling Commandos? The team Captain America fought with in World War 2?"

"Yes, it's true. My uncle was Timothy Dum Dum Dugan." With that, she flicked her wrist and a screen appeared from nowhere though there was a slight glow from something on her wrist. Interesting. She had access to technology that looked like Stark created it. He couldn't help but smile at the picture that was on the screen. There they were, like it was yesterday. The picture had been taken by Peggy around 1944. He was in the center, in fatigues, his arms around Bucky on his left and Dum Dum on his right, wearing his bowler as always. It was strange to think that life seemed simpler then, even right in the middle of a world war.

Dr. Dugan pointed to Dum Dum. "I was barely 10 when my uncle passed but he told me many stories about his adventures as a Howling Commando and of course of Captain America who he only ever referred to as Captain Rogers. In this class we will discuss the impact of Captain America on the war and on our national history. But it is important to remember that all the people we discuss, including Captain America were living breathing people. And of course, I mean that in the current sense for Captain Rogers. I will not accept any disrespect for these heroes, alive or dead."

Steve felt his heart break a little, even though he had known Dum Dum had passed around 1990 at the ripe age of 80. He'd vaguely known about a younger brother who was a few years younger than Steve was, fighting in the Pacific. This young woman was his daughter? He would have been well into his fifties when she was born. Then again, he was 97 and looked almost 30, so he guessed he couldn't talk. He was curious as to how he would be discussed. Since there were no secrets anymore, was everything up for discussion? Coulson had briefly mentioned that he was in history books, he'd just never looked to see what was said. Part of him was afraid to look. Would they just focus on him and forget everyone else or would they make him out to be some kind of cartoon gimmick? He appreciated that Dr. Dugan made the distinction between himself and the man with the shield.

Another student stood to ask a question. "Do you know Captain America and the other Avengers?"

With another flourish of her hand, the screen expanded to several, each with footage of an Avenger during the Battle of New York. A few of the students cheered. He adjusted his cap and slunk down in his seat a bit, really hoping not to be recognized. He had been amazed that the battle had been so well documented thanks to nearly everyone having a cell phone and taking video even in the midst of an alien invasion. That was New York for you.

"I know a few of them, actually." A flick and the screen showing Iron Man footage took the foreground. "Iron Man aka Tony Stark. His father, along with others including my uncle and father was one of the founding members of SHIELD. He was involved with the Manhattan Project as well as the Super Soldier program that led to Captain Rogers becoming Captain America. My brother referred to him as Uncle Howard, much to his chagrin." Another flick of the wrist showed Howard in his ever popular tuxedo with a grin on this face. "Tony and my brother grew up together and I've known Tony since I was little." She moved her wrist and the footage and picture of Howard were replaced with a picture of a young Tony Stark and a young man who bore a striking resemblance not only to his sister, but to his uncle. Another image showed young Tony with a big grin on his face as he held the hands of a toddler in a yellow dress trying to walk. A few of the girls in the class commented on the cuteness of the picture.

Steve couldn't help but smile. This was a side of Tony he was sure few saw except maybe Pepper or Jarvis. It was strange Tony never mentioned his childhood friend or that little girl he was obviously enamored with. He never took him as a man good with children. Then again, from what he'd learned of Stark before the incident in Afghanistan that gave him the reactor in his chest, it was even more remarkable. What happened between this picture and that day in Afghanistan?

She flicked her wrist again and a screen showing Natasha and Hawkeye fighting took the forefront. Natasha doing a backflip onto a Chitari soldier and frying him with her Widow Bite while Barton took out the two on either side with a single arrow that split in two. "Black Widow and Hawkeye I know quite well, since I was a teenager and I'm sure you've read about them online. The three of us worked together often."

A voice spoke up from the other side of the lecture hall. "But do you know Cap?"

A wave of her hand and the screens disappeared. She seemed as comfortable with the technology as Stark was. If she'd known him since she was little, perhaps she'd grown up with Stark technology as well. "No, I haven't met Captain Rogers. I was very happy when I heard that he had indeed miraculously survived from crashing that Hydra attack jet, but I haven't met him. One last question."

"What made you leave SHIELD? Did you know any Hydra agents?"

Steve could see a minute flinch. This wasn't something she wanted to discuss. "I left active SHIELD duty roughly a year after September 11th which we now know was caused by Hydra agents within the Taliban. Yes, I later found out that a few people I had considered friends had been Hydra agents. Yes, last semester there was an attempt on my life by a Hydra sleeper cell on campus. They failed in their task. That's all I will say."

Steve knew he wanted to speak to Dr. Dugan but didn't know quite how to approach her. He'd been quick to leave the class when it was dismissed, preferring not to meet her so publicly. He made use of the computer in the library, something he was glad he'd been able to learn, he found she was also involved in a university dedication ceremony for a new World War 2 memorial that would be debuted in a few weeks. One good think about his public image is that it made people more aware of all of those who'd sacrificed during the war. Apparently Dr. Dugan had been a driving force in having the memorial created as well as raising money yearly to benefit veterans of all wars.

Again, he'd sat in the back of the theater, in a dark corner as he watched the students very accurately recreate the musical number he was very familiar with. It felt like both yesterday and years since he'd heard anyone singing "The Star Spangled Man". He wondered if somehow they had watched newsreel or something because it was eerie how exact it was. Granted everyone was in street or gym clothes but that didn't matter. His artist mind was seeing it just as he was sure it would be in a few weeks.

He was impressed as he noted Dr. Dugan directing the singers, belting out the song along with them, going back and forth, waving her hands for emphasis. She had an impressive ability to project.

 _He'll finish what we began!_

 _He'll kick those Krauts to Japan!_

 _The Star Spangled Man with a plan!_

He quietly sat as the rehearsal broke up, Dr. Dugan reminding the singers and dancers that the next rehearsal would include a run through with costumes and staging. It took a few minutes for nearly everyone to leave. Dr. Dugan packed her bag and headed up the aisle toward the door, faintly humming the song under her breath. He was about to get up and say hello when suddenly there was a gun in her hand aimed directly at him.

"I don't know who you are or why you waited for everyone to leave but if you think I didn't know you were there, you are wrong. And if you think I'm an easy mark, you've made your very last mistake . I'll give you one chance to walk out of here breathing. Identify yourself, now."

He stood slowly, hands out. "I'm sorry ma'am. I'm not a threat." He moved into the light, approving at how she still had her gun pointed. "Captain Steve Rogers, ma'am." He paused, remembering that he'd been told that simply identifying himself wouldn't be enough with the technology out there to make anyone look like anyone. "Natasha said to tell you that Hawkeye still thinks your codename should be Hot Lips."

There was a pause and then she lowered her gun and chuckled. "Clint is such an ass, I swear." She put the gun's safety back on and tucked it behind her. He realized then that she had a back holster underneath her loose flowing top. Clever. She moved forward and met him as he reached the end of the aisle, holding out her hand. "Captain, sir, I'm very sorry I pointed a gun at you. You have no idea how embarrassed I am. It's a real honor to meet you."

He shook hands with the woman who was just as petite as Natasha and apparently just as dangerous. Her eyes stood out despite the poor lighting and he could see that she must have gotten the Dugan eyes and the rest from her mother. Personality, well, at the moment he could hear Dum Dum crying with laughter about his niece pulling a gun on him."Please, Dr. Dugan, call me Steve. No need for formality. I'd have been disappointed if you weren't on your guard."

"Okay Steve, but you have to call me Holly."

He nodded. "Holly then. I enjoyed the rehearsal, hope you didn't mind me watching. Brought back many memories."

"Did we do it justice?" She sounded hopeful.

"Very much so. I'd almost wonder if you'd been there. How did you get every detail so accurate?"

"Lots of research and thankfully access to SHIELD copies of film copies of performances and interviewing some of the Capettes." She waved to the stage. "I've arranged a few performances over the years to raise money for veterans. It still does just as well now in inspiration as it did back in 1943." She had a proud look in her eye and it was well deserved. "It's been a lot of hard work just the same. It'd be great if you could come to the performance. Just as an audience member, of course."

"Your work has really paid off. And barring an alien invasion or crime wave, I'd be happy to attend."

She nodded, pleased. "What brings you to California, Steve? I can't imagine it's to check out my class." She was very direct and to the point, as one would expect a former SHIELD agent to be. "Is everything alright with Nat and Clint? I'd assume that if something was wrong, you wouldn't have sat through the rehearsal."

"They are both fine. Actually Natasha encouraged me to fly out and attend one of your classes. To give me perspective I guess."

Holly tilted her head and then spoke a moment later. "I think I understand. Third to last row, fourth seat in?"

Steve blinked. He wasn't entirely sure but he wouldn't doubt she'd just named his exact seat in her lecture. "How?"

"Photographic memory and SHIELD training." She paused. "Though I'm embarrassed that I didn't immediately recognize you."

"I think you were more concerned with assessing the room for threats. And not having any expectation that I would be there. I'm assuming you have a way to scan for weapons?"

She nodded. "It's a habit that you never get rid of. It comes in handy, given most men underestimate me for being a woman and especially since everything with those Hydra snakes lately. Tony gave me some tech that alerts me if anything that could be a potential weapon comes into the lecture hall. That is, anything majorly dangerous. It's not hard to figure out what student would be most likely to carry a gun or have reason to. And of course he has Jarvis do background checks since SHIELD capabilities are very limited as they rebuild." She waved her hand dismissively. "I don't ask him to do it but he claims my brother would want him to keep an eye on his honorary little sister agent or whatever."

Steve leaned against one of the seats. "I thought Stark didn't know about SHIELD until after he created the Iron Man armor?" He searched his memory for what he knew about the billionaire. "He knew his father had played a part in the Supersoldier program but didn't know until recently about his part in beginning SHIELD."

Holly nodded, sitting on the arm of a seat on the other side of the narrow aisle. "That's right. He was not very happy when he found out, believe me." Her eyes dropped to her clasped hands against her crossed legs. Steve could only imagine what the somewhat mercurial billionaire's reaction had been. "Tony has major trust issues to begin with and it was a bit tense for a while. But he's come to grips with it now and strangely seems more protective of me."

"I'm sorry, it's just he's never mentioned you."

"No, he wouldn't. Since everything with Iron Man, he thinks it's better if less people knew that there was someone he cared about out there. If they don't know about me, they can't target me to get to him. Despite the fact that there are no doubt people out there who would use him to get to me, but he doesn't see it that way. Always the pseudo-big brother."

"Was he different when you were little? He's very..." Steve waved his hand, at a loss for words to describe Stark. He didn't want to say something insulting by accident. He wasn't completely sure of their relationship or how close they were.

"Obnoxious? Egotistical?" Holly laughed. "Actually, he's always treated me different than most everyone else except maybe Pepper, Happy or Rhodey. He hasn't had it easy, even with the money and the fame. He has a tendency to overcompensate. His father wasn't much of a father to him, my father was more nurturing to him than Howard ever was. But again, I'm sure he's never mentioned my father or my brother, Eddie to you either. He's still mourning them."

"I'm sorry, I didn't know. Were they killed during SHIELD's fall or the Battle of New York? I'd assumed the fight didn't leave Manhattan or know any local agents were in the fight."

She raised an eyebrow. "You can tell I'm a native New Yorker?"

He nodded. "I'm a Brooklyn guy. I can hear the Queens accent."

She shrugged. "I guess the girl can leave New York, but the New York doesn't leave the girl."

That made him think about something she'd said in her class, about leaving active duty after September 11th. He remembered being horrified when he watched the footage of the attack and intensely angry later when he learned of the connection to Hydra. "Oh no. They were killed in the terrorist attack?"

She stiffened almost imperceptibly and nodded. "Yes. My father had been off active duty for years when it happened but when the first plane hit, he joined my brother and other SHIELD agents who were called to help." She swallowed, looking away toward the stage. "I didn't find out till a few months ago that the order for them to go in was from a Hydra agent. We lost 30 agents because of that order. Which I guess was what those Hydra bastards wanted."

"I'm very sorry for your loss. It sounds like he was great man. I remember Dum Dum talking about his brother a few times, worrying about him in the Pacific. He said that as soon as we were done with Hydra and the Nazis, we'd head over there and help out. He always referred to him as Baby Liam."

Holly looked back to him with a smile. "Yeah, that was Uncle Dum Dum for sure. I was just a kid when he passed but you should know that he always talked about you and he was convinced that you weren't killed when you crashed the plane. He never gave up on believing you were alive. Just like Howard or Aunt Peggy."

He was startled. "You know Peggy?"

Holly looked at him like he grew another head. "Of course I do. I've known her my entire life. She was in the room when I was born. She's the only mother I've ever known." She paused to explain. "My mother had been a SHIELD agent and was killed by a KGB agent when I was very small, just before I turned 2. Ironically, the agent had been one of the ones that had trained Natasha as the Black Widow. And Natasha ended up killing the bitch years later. Peggy stepped in to help my father who knew nothing about raising a little girl."

Steve shook his head. "Just when I thought the world had gotten bigger when I was in the ice, it seems to get smaller with everything you say."

Holly shrugged. "Guess that's a sign of a good history professor. Make everything relatable."

"Have you had issues with the fall of SHIELD? With your identity public, has there been any threats? You mentioned a Hydra sleeper cell?"

"A few, though I never really hid my identity. When everything went down, I was enroute to Washington to protect Peggy. Her resident community is really an old folks home for SHIELD agents and thankfully, Fury staffed it only with people he trusted." The relief was clear on her face. "But after the information was released to the internet, well, it gave me a fair bit of unwanted attention, partly because my family helped start the whole thing. I took care of it. Tony made sure that my house is as safe as Fort Knox and even offered to create a specialized Jarvis controlled Iron Man suit to act as a bodyguard. Hell, he flew here in the suit right after the information leaked of an attack but arrived after the cell failed. But I was practically born into SHIELD. I began self defense practically before I could walk. I'm fine there."

"Is that why you left?"

She nodded. "Partly. When Dad and Eddie died, I realized that I didn't want to die and have lived my life in complete secrecy. I was tired of constantly feeling like I was living in a minefield. One misstep and I'm dead or one misstep and others die. I wanted to live for myself."

"You could have just been an analyst."

"I couldn't send someone out to do a mission without sharing the risk. It's not how I was raised. I help where I can, but it's pretty much on a consultant basis."

Steve nodded. "I understand."

Holly smiled. "Yeah, Uncle Dum Dum always told us how stubborn you were about getting into the army before you were in the Super Soldier program. How many false identities did you create?"

He rolled his eyes at her teasing, remembering how Bucky had teased him for being so desperate to join that he claimed he was from Jersey. "Enough. I wanted to do my part."

"Something about not liking bullies, right?"

"That's right." He rubbed at the back of his neck. "I know we just met, but it's nice to talk to someone who isn't screaming about how much they love Captain America or is trying to kill me. You know about the war, not many people really do anymore, it seems. Would you care to get a coffee or something?" Inside he was cringing at how awkward he sounded.

Holly gave him a brilliant smile and he could definitely see the Dugan mischief in her eyes. She was definitely going to be trouble that he would look forward to. "That would make my century, Captain."


	2. Chapter 2

**Author's Notes in Chapter 1**

 **Tony POV**

"So this was your idea? To have him come out here to meet Holly?" Coulson asked Red as they sat in a van of all things out in the parking lot of a diner, watching Capsicle and Holly talking inside. He couldn't believe people owned things like this. No style, nothing. He doubted it could even get above 60 without the engine straining. It had a tape deck. TAPE. Did Ferrari make a van?

"It was only a matter of time. And with finding out Barnes is alive, he needs a distraction from being in his own head. He can talk about the past with her and she'll understand better than most of us what the hell he's talking about."

"That's true. I'm curious as to her reaction finally meeting him. Hard to believe it took this long."

"It's not like there has been that much downtime for him since he got thawed."

"Point."

Tony move up quickly, his eyes locked on the diner. "Is...he's holding her hand! Hey! That's like second base for an old fart like him! And in public! Has the man no decency? I fully blame you, Red. You corrupted America."

He ranted until he got exactly what he wanted. Frustration from his favorite former Agent turned Director and the very slightest smile from his former fake assistant. He knew he amused Natasha, or Natalie as he first knew her. He appreciated her complete honesty on most things though to be honest, she scared him a bit and he knew she enjoyed that. It was a fine balance.

"She held his hand first, Mr. Stark." Coulson said with a sigh. Tony loved frustrating the man, even more after they found out he wasn't quite dead anymore. His excuse? Had to make up for lost time. "She brought up Sergeant Barnes' reappearance."

"How do you know that?" They watched as the discussion apparently went to Holly being a mutant, something Tony knew she'd never keep from Steve Rogers of all people as she effortlessly floated both his coffee cup and coffee. Rogers, for his credit, seemed impressed but didn't react strongly in either direction. Though it wasn't exactly unexpected.

"I can read lips." The man said with another sigh.

They watched for a few more minutes as Holly told Capsicle something that had him looking rather amazed but a bit creeped. It was strange to see her looking so familiar with him. They'd just met and here they were talking like old friends. But part of that had to be her SHIELD training, right?

"Are we about ready to go in?" Coulson touched the earpiece he seemed to live to wear. "May, let's send in the newer agents to clear out the restaurant. Why don't you two go in..."

Tony was already halfway out of the van and heading toward the door. No time like the present. And besides, the tacky interior to the van was making his skin crawl.


	3. Chapter 3

**Author notes in Chapter 1**

 **Holly's POV**  
Seated across from him in the diner booth, Holly still couldn't believe she was seated across from the man she'd been told stories about all her life. Unlike other people who'd vaguely known about his actions in World War 2 or more recently during the Battle of New York, he'd always seemed familiar to her thanks to those stories and her own research. Maybe that's why she hadn't reacted to his presence in her classroom, he was too familiar to her even though they had never met. She only wished her father and Eddie had been alive when he'd been discovered. Or Uncle Dum Dum, he would have been over the moon about being right. In her mind, she could imagine Dum Dum being near tears at seeing his old friend safe and sound. Telling him it was a brave fool thing he did and he was a son of a bitch for it before hugging the stuffings out of him.

"So can I guess that you were a surprise baby for your parents?" Steve asked, mixing sweetener into his third coffee. She knew he only drank it for the familiarity of it, his metabolism not allowing either caffeine or alcohol to affect him. It was strange to think that the waitress probably had no idea that Steve technically could qualify for the senior menu. By the look the waitress gave him, which he either didn't notice or ignored, the only thing on her mind probably had being naked involved. She couldn't blame the girl. Steve was an incredibly handsome man, even more so in person. But ironically, his personality was what made the rest work. If he had looked like that, with the jawline that launched a thousand hearts and eyes as blue as the Aegean, but a shit personality, the rest wouldn't really matter.

"Yes, very much so. My father married late and my mother was 14 years younger. Eddie was born within the year and then I was born 15 years later."

He nodded. "Do you know why Dum Dum never married? Or Peggy?"

She shrugged. "I don't know, honestly. I think for Dum Dum, maybe it had to do with the fact that he couldn't find anyone who would be able to understand what he went through during the war or would be able to look beyond it. The Howling Commandos were quasi-celebrities after the war. I think Uncle Dum Dum just focused on what was familiar and that's how he helped create SHIELD. He wanted to try and help make a world that wouldn't need it's children to sacrifice themselves to save it. He doted on Eddie like he was his own and was always there for me too." She didn't say anything about Peggy. Deep down he had to know that part of her could never truly give herself to another man when she was still missing him.

"What do you remember about him?"

She smiled. "I remember his laugh. He still wore that bowler, even then. I think there's a picture somewhere of me sitting on his lap wearing it. I remember how fun he was and how big his hands were. I remember thinking he was the tallest and strongest man ever because he could lift me so high with one hand. All while yelling his usual Wahoo of course." She took a drink of her Pepsi, shaking her head and pushing down the familiar pain of yet another family member that was no longer around. "He was always so supportive. Telling me that anything a boy could do, I could do better if I wanted to. That it was up to each person, myself included to make the world a better place, one day at a time. It's been nearly 25 years, but I still miss him."

"He was a good man. One of the best." Steve said supportively. "He never backed down from a fight or from having the back of his friends."

"I can't imagine what it's like for you. It has to be so difficult. I mean, you look younger than 30, but you are honestly 97 years old and everyone you knew with the exception of Bucky is gone."

Steve flinched and she felt embarrassed like she'd revealed that she knew something she shouldn't have. "You know about Bucky?"

She held out her hands. "I'm sorry, I didn't realize you didn't know I knew. Natasha told me that the Winter Soldier was Bucky Barnes. That he'd been taken by Hydra and brainwashed. She told me because he'd been a Commando, you know? Commandos are family." She paused. "Have you been able to get any leads on him?" She would have heard if he had been found.

Steve's jaw tightened and he stared out the window. "No."

She took a risk and put her hand over his tightly clenched ones. She was struck by how tiny her hand seemed to his. He seemed to be the type to appreciate small gestures of physical comfort. "You will. It won't be easy but you can help each other. Uncle Dum Dum always told stories about how close you two were. Somewhere deep down, Bucky remembers. Even Peggy would agree with me. You don't forget family."

Steve turned his head and looked down at her hand over his and moved his hands to hold her one. "Thank you for that. I know he's in there. That's why he couldn't kill me." He paused and she watched as he consciously pushed away his sadness and anxiety about his oldest friend. "I hope someday to bring him to meet you. I think he'd get a kick out of meeting Dum Dum's niece."

Holly smiled, trying not to react to the fact that Captain America was holding her hand. "If there's anything I can do, let me know. I could try to put together a behavior profile, study his case, what we know of his past. It might just show us his mindset and where he might go next."

Steve nodded. No doubt any kind of help was welcome at this point.

"You know what's strange?" She asked after he'd released her hand and they'd sat in companionable silence for a few minutes. "You are technically 62 years older than me but physically, I'm older than you."

Steve laughed his eyes bright with amusement. She had to keep reminding herself that deep down, he was just a normal guy. "That's true. Natasha takes great joy in the old jokes around me when actually she's physically older. I'll have to remind her of that."

He had no idea just what a huge thing it was to have Nat joking around with him. She tended to be very reserved around most everyone except a few select people. She still remembered the first time she'd made Natasha laugh. It was a top ten moment. "You do realize that she will probably team up with Tony and Clint to torture you on your 100th birthday, right?"

He groaned, letting his head drop. "Don't remind me. I'll be 100 and 30 at the same time or something since I don't quite age at the same rate as everyone else. It's very confusing."

"You seem to be adapting to the 21st century rather well though." She was impressed with what he'd told her about his list of things to catch up on, showing off his cellphone which he actually was pretty good at being able to use without problem.

"Thanks. There's still so much to learn and it changes everyday. People act and dress so completely differently and yet somethings haven't changed at all. I sometimes actually feel like the fossil Natasha teases me about being."

"I think that's her way of making sure you don't get bogged down in it all. She had a hard time when she defected from the Soviet Union and joined SHIELD. She left everything and everyone familiar behind her. And now that all her secrets are out there, she can't hide like she tends to do, like she was trained."

"You don't hide."

"I used to and I have on occasion. Relocation is sometimes necessary in this life. Granted I wasn't an assassin like Nat, but there's always that feeling that you need to blend into the background. If they can't see you, they can't judge you or hurt you. It's always safer if you don't stand out. But a wise man once said, once you start running, they'll never let you stop."

He gave her a nod, recognizing something he'd said to Peggy before he'd gotten the life altering serum. It was a bit of a mantra for her. "I get the idea there's something more to that."

He was as quick as Dum Dum and Coulson had told her. She smiled. "Well done, Captain. Most of the times I've had to hide has had to do with my status as a Delta Level mutant."

No reaction. Interesting. She knew that he knew of mutants, there was no way to not know about them these days. He probably wouldn't have met very many or known about them back in his day but since then had probably met a few without even realizing it. "What does Delta Level mean?" He asked politely with some interest.

"It means I'm not a high power mutant, my ability is more specific and latent and doesn't manifest physically so I'm better able to pass as a normal human." She explained as simply as possible. She'd seen more than one person outed and even for a trained SHIELD agent, it was a frightening possibility. The fear of mutants and the violence perpetuated against them in response to that fear was disgusting and seemingly never ending.

"May I ask what your ability is or is that considered rude? I don't believe I've ever met a mutant. I mean, that I know of."

She smiled and checked to see if anyone was paying attention before looking to his coffee cup and watching as it rose and the coffee rose out of it like they were in zero g. Then, just as easily, the coffee returned to the cup and the cup returned to the saucer. "Tada."

"Oh...that's...telekenesis?"

She nodded, impressed. "Well done."

"I'm still learning about the entire thing, though it's hard to escape it in the news or on the street. He leaned forward a little. "I want you to know, might be from 70 years ago, but I'm not a bigot. Never have been. Race, religion, genetic ability, it doesn't matter to me."

"Thank you. I didn't think you were. I mean, just having Uncle Gabe and Uncle Jim in your unit back in the day was a huge step. And no, Dum Dum didn't know. My ability didn't manifest until after he passed. But he was very supportive of my mother. She's where I get the gene from. She was able to meld into shadow."

"Oh. Did SHIELD employ many mutants?"

She chuckled. "Wouldn't have been much of a secret agency if they did. There were a few of us, but only Deltas. Otherwise it would have caused too much attention."

He nodded, taking that into consideration. "Can I ask what you did for SHIELD?"

She nodded, appreciating his not focusing on her mutant status as some others would. "Mostly undercover domestic terrorism. Some cleaner work. Behavior profiling of targets. Protective details. Lots of going undercover in high schools to assess metahumans and their potential threat or use. I was part of Strike Team Delta with Clint and Natasha, the name just being ironic. Sometimes I would help my brother out, he had a long haul cover as a Hollywood stuntman and coordinator. He was a section chief out in the Pacific territory. I guess I was a bit of a Jill of all trades."

"Behavioral profiling?"

"It's where you observe a person's actions, both past and current, their behavior, reactions, reasoning to get a better understanding of who they are, their motives and what their next action might be."

"And have you profiled me?"

She let out a sigh. "It's not exactly something you turn on or off. You just do it. Think of Sherlock Holmes, but more realistic."

"Alright. Then do it. Tell me about me."

She shook her head and sat back. "You were nervous, being at the college today because you didn't get to go to college, only a year of art school. You still think of people who go to college as being those with money or somehow better because it seemed so exclusive when you were a kid. But at the same time, you feel a bitterness because you didn't get to experience what these kids have. The chance to learn whatever they want and the potential to do most anything but they completely take it for granted. They have no fear of contracting TB, no soup kitchens, no war that took over the entire nation. They throw away clothing and food that could have fed all of Brooklyn on a daily basis. They don't understand what you were fighting for and feel like you are still fighting for today. You don't advertise it, but you are always observing people, looking for threats and are adapting to the 21st century faster than most people realize or give you credit for. Tony drives you insane because he has no sense of modesty and no respect for his father and thinks money is the answer to everything. Natasha reminds you of Peggy in many ways but you don't like that she kept secrets from you when you were partners before the fall of SHIELD."

His eyes widened and he tried not to gape at her. "You could tell all that from knowing me for a few hours?"

She shrugged. "Remember, past influences present and future. I've heard many stories about you, not just from my uncle but from Tony, Nat and Clint. Peggy told me quite a few as well."

"Did you work with Agent Coulson?"

She smiled, seeing that her profiling had not necessarily startled him, but had made him uncomfortable, more so than showing off her mutant status. She allowed the ham fisted change of subject. "Yes, I did work with Coulson quite a bit. Though I guess I should call him Director now. He was pretty much Delta's handler. Don't know how he managed to deal with the three of us."

"Did you uncover many threats among the students of the schools you went to?"

She shook her head. "Not too many. Just the usual amount of anger and hormones. Mostly harmless mutants and a few accidental metas. The mutants I would send in the direction of Xavier's School. SHIELD tried to help the others. The ones who wanted help, that is. You've heard of Daredevil?"

Steve nodded. The world had become a strange place since 1945, not that it was normal then, with people like Red Skull around. Watching the news probably saddened him, the way people spoke about mutants was the same as they had talked about race back in his day. Even during the war, when there had been slurs muttered about Gabe just because he was black. Or Jim because he was Japanese. What difference did it make if they were good men? The same applied to Dum Dum's niece. "The guy in the devil suit in Hell's Kitchen."

"Would you believe he's actually completely blind?"

Steve looked impressed. "How does he fight or anything if he can't see?"

"It's difficult to explain. When he was a kid, there was an accident and he got splashed in the eyes with chemical waste and it took his sight. But it also increased all his other senses to an incredible degree. He told me that it gives him a kind of sight, but not how we see. It helps him be a very good fighter. I know Fury considered him when he was beginning the Avengers Initiative. The only time I was ever confronted by my target. Very embarrassing."

"He figured out who you were?"

"He knew I wasn't a potential client." A pause. "He's a lawyer." She explained. "He could tell I was lying from my heartbeat and recognized that I was carrying weapons and was trained in their use by the way I walked and that I'd been tailing him by the soap I used."

"Impressive."

"Fury thought so." She shrugged. "SHIELD keeps an eye out for him, help if they can. He's my lawyer, Peggy's too. Best lawyer to have, he can always tell if the other guy is lying just from his heartbeat. Though now, I don't know how much Coulson is able to do for him. He's a good guy, you'd like how he fights for his neighborhood." Or how he would fight for his friends.

Just then, Steve stiffened, looking at something or someone over her shoulder and Holly saw his face change into the serious expression of Captain America. It was as good as if he were wearing the cowl. His eyes narrowed, brow furrowed and jaw clenched. She reached for the collapsible staff she kept in her boot, adjusting herself to prepare to vault from the booth and use the nearby table as cover when she turned and then stopped when she saw exactly who Steve was looking at.

It was Tony and Nat.

"Wow, they'll let anyone in this diner, won't they? Such shady clientele." Tony teased, a big grin on his face. He was dressed casually in a vintage The Who t-shirt, his arc light shining through and jeans that probably cost more than the diner. She could never figure out if he was consciously trying not to be a formal businessman like his father or if it was purely unconscious. "Capsicle, have you been boring my honorary little sister agent with your old war stories? Or has she been scaring you with her stories about me? It's all true, by the way."

"Tony! Be nice!" Holly admonished, sliding out of the booth and quickly stepping over to hug the older man who pretty much was like an honorary older brother. He looked much better than he had after everything in New York and then with the Mandarin. Thankfully he'd come to grips with his own PTSD and was moving on. Deep down he was very strong, she'd always known that. She smiled as he wrapped his arms tight around her and pressed a kiss to her head, like he had when she was little. Of course now, there was the arc reactor in his chest, making the slightest hum in addition to his heartbeat. He'd kept it even though he didn't need it to keep the shrapnel away from his heart anymore. "Hello Jarvis." She greeted, knowing the AI never left Tony.

"Hello Holly. It is nice to speak to you again." The AI's voice came from Tony's watch.

She turned to her old friend and fellow agent and grinned, Tony's arm still around her shoulder. "About time I get to see you! Do you have any idea how much I worried about you after SHIELD fell? You barely call, barely text, can't even be bothered to stop in!"

Natasha shrugged noncommittally, her body language meant to show her as bored even though Holly could see that she was far from it. Holly had known the redhead for going on 15 years and knew nearly all her tells, few as they were. "Told you I was fine."

"No, I had to see it when you spoke before Congress on friggin' CSPAN!" She threw her hands up in the air. "How are you? You look fat."

The former Russian spy broke her nonchalant expression and laughed before pulling her into a hug, affectionately cursing her in Russian under her breath. It was good to see her again. The hard part about leaving active agent duty was not being able to work with and see the people she'd all but grown up with on a regular basis. And it was always good to actually see them and know they were safe.

The two women broke their hug and Holly looked at what was effectively half of the Avengers. "So I guess you two are here to take Cap on a mission to save the world again?" She was a bit disappointed, enjoying getting to know the man she'd only ever heard stories about. It was a thrill to realize they got along so well.

"Actually, honorary sister from another mister, we're here for both of you to take on a mission to save the world. Again." Tony said with his near permanent smirk and his eyebrow raised in challenge, arms crossed over his chest.

That threw her for a loop. "Whoa whoa whoa Iron Shorts. I'm not an active SHIELD operative. I haven't been for nearly 12 years. I'm a damned teacher now. I deal with term papers and entitled frat boys."

"One who continued to assist via profiling and consulting and is one of the deadliest trained fighters in the world. I know for a fact that you've kept up on your skills." Natasha spoke up, an eyebrow raised to match Tony's.

Holly cursed mentally. Of course Nat would have found out, probably from Tony, about the small Hydra cell that had been at the University that attempted to take her out when her identity was fully revealed. The four fake students had been easy to take down and had nearly gotten her fired from the University. It wasn't exactly smiled upon when a professor killed or crippled 4 students in a lecture hall. Not to mention that she had been and still was part of an organization that was considered by some to be a terrorist group for a brief time. And there had been rumors of her mutant status that would have probably led to dismissal on that alone. Of course that was until there was a generous endowment to the Science Department from Stark Industries with a cravat that her job not be endangered because she had not only defended herself but the student body who could have been in potential danger.

"It's not fair to expect her to want to drop everything for a fight, Natasha. She has the right to a normal life. Who thought this up? You?" Steve spoke up, moving to stand behind her. She looked behind and up and was surprised at the serious expression on the man's face. It was interesting that he automatically blamed Tony. It would make more sense for Natasha to want to bring her along since they'd fought together before. Either way, it was quite flattering that he was acting so protective to someone he barely knew.

"Actually, it was me."

The four turned to see a familiar figure standing in the now emptied diner, the remaining customers made to leave by what Holly assumed to be newer SHIELD agents. The new ones always dressed like they were trying out for the next Men in Black movie. There in the doorway in his ever immaculate suit, was Phil Coulson, the new Director.

"Coulson!" Holly said with a grin, temporarily forgetting what was being asked of her. Natasha moved aside and she moved forward quickly and affectionately hugged the man who'd been her handler for years. "It is good to see you. You look great!"

It was obvious that Coulson's experience of dying and being brought back had changed him because he hugged her right back and gave her a smile. Neither was strained like it would have been years earlier. Being Director suited him. "Thanks. Wasn't sure about this tie with this shirt, but it worked out. It's good to see you too." He stepped to the side, his hand still resting affectionately on her shoulder. "You remember Agent May of course?"

"May. It's good to see you active again. I knew you just needed time." She put her hands together and bowed in respect to the elder agent, nicknamed the Cavalry. She remembered hearing about the events that led May to go from an active agent to a simple pilot for SHIELD and knew the woman would soon come back to what she did best. Kicking ass. She'd both fought with May and had her ass saved by her, SHIELD needed her skills. Especially now.

May bowed in return, a warm smile on her face. "Holly. Something tells me that you could follow that same advice. It's been nearly 13 years."

Holly let out a breath and shook her head. Could she get right back into that groove of fighting for her life and the life of others? She'd made a life, a new life for herself as a professor. She was still skilled but self defense was ingrained into her, going on the offensive was something different. Not to mention fighting with an entire group and not just a few SHIELD agents as her back up or with just Clint and Nat. "It's been too long."

"Then come along as a consultant. Backup. Whatever you want to call it." May encouraged. "Come with us and catch up at least. It'd be nice to have someone around with as much experience as myself besides Coulson."

"I have a new saber for you to try out!" Tony sing-songed from behind her, clapping his hands together and rubbing them like a little boy on Christmas. "You know you want to see it!"

Holly sighed and let her shoulders drop. If she knew anything, it was that when Tony was excited about something, there was no dissuading him. "I don't really have a choice, do I?"

"Not in the least." Tony said, wrapping his arm around her again. "We've already made the arrangements for your classes to be taken care of and everything! You don't even have to lift a finger or fly coach!"

"Of course you have a choice, Holly." Steve glared at Tony who dismissed it. "If you don't want to go, just say the word and that will be it."

She felt everyone's eyes on her as she gave it a moment and shrugged. "What the hell. It's been a while since I've traveled."

The smirk Tony gave Steve was epic and she couldn't help but give him a reassuring look that she really had made the decision on her own, even though she knew Tony well enough that he would have made her come anyway. She had to admire Steve's chivalry and how quick he was to defend her.


	4. Chapter 4

**Author notes in Chapter 1**

 **Tony POV**

Enroute to the airstrip, Holly had taken the van with Coulson, Red and May while Tony decided to see if he could get Rogers to crap freedom with his driving. So far, no good. Then again, he'd worked with Romanov for how long? If he could survive her driving, he was probably close to immune. Dammit.

"So, tell me. Who said hi first?" Tony asked, curious as to how his pseudo sister had reacted to meeting Captain America. He hadn't been terribly impressed but of course he didn't impress easily.

"Does her pulling a gun on me count as hi?"

Tony laughed shaking his head. "That sounds like my honorary sister agent. Lucky for you she didn't shoot you. She can do that shooting a quarter from a mile away thing. I think. Or she tells me to scare me, I don't know."

"Yeah. How come you've never mentioned her or her family at all?"

Tony gripped the steering wheel, maneuvering the car through three lanes of traffic and back again to take the exit they needed. Because they were his, the one thing he didn't want to share with the world when he shared everything else. "Because I didn't want to. Here's my question, you worked with SHIELD and you never looked up what happened to your old Commando crowd? Wouldn't have been hard to find her that way."

Rogers looked down before looking back to the road. "What, so I could find out how old they were when they died? I was told when I was thawed out that of everyone, Peggy was the only one left. That's all I needed to really know."

"And now you know Barnes is back too. Jarvis hasn't found anything on him yet, sorry." Tony managed to just beat a red light as they sped down the roadway. "Did Holly offer to help you look for him?"

"Yeah she did. To use profiling to figure out where he might go. How could that work if his mind is all messed up thanks to Hydra?"

Tony shrugged. "Don't ask me. She's as smart as they come, if anyone can figure it out, it's Holly. She's got friends at the FBI, maybe they'd help."

"She showed a picture of you and her when she was small to her class today. You looked happy."

"She's always been the closest I ever got to a younger sibling." He wondered which picture she'd shown.

"And her brother, Eddie?"

Tony clenched his jaw, thinking of his old friend, gone so many years. His friend who was never able to tell him the truth of who he was. His first true friend. "I don't want to talk about this with you, okay Capsicle? Some things are private."

"Fair enough." A pause. "That gives me an option to cash in the same chip someday."

"Fine." Didn't matter. Tony would find out anyway.

 **Holly POV**

They were barely on the road before Coulson, being a gentleman and letting Holly ride shotgun asked his question from the seat that Tony had apparently adapted between the actual seats of the van, large enough to share with Nat. Where the hell had they gotten this thing? Had it been frozen somewhere in the Arctic or had they rescued it from an A-Team convention? "So? What do you think?"

"The van is shit. Please tell me there is more money in the new budget than this."

He scoffed and rolled his eyes and May's lips twirked up a little. "You know what I'm talking about! Cap! What did you think of finally meeting him?"

"Besides the fact that I might have introduced myself by pointing a gun at him?" She cringed a little, knowing Coulson was going to flip.

Coulson's jaw dropped in utter shock and May let out a petite snort. "This we have to hear."

"He didn't make himself known to me. He went to my class this afternoon and then found out about my rehearsal for the veteran's benefit and was sitting in a darkened corner. He waited till everyone left. What else should I have thought?" She threw her hands up, more than embarrassed on her own account. Uncle Dum Dum would have gotten a kick out of it and never let her live it down. Just wait until Peggy heard. Dear god.

"Oh! Are you doing Star Spangled Man again?" Apparently the faux pas of pointing a gun at one's childhood hero wasn't as big a deal as she thought it was.

She grinned. Coulson always tried to make it out for any performance of the old war bond performance. "Of course. And I had Captain America himself in the audience. Can you imagine how Daddy would be flipping out right now?"

"He'd be over the moon. Eddie too. How'd he take having a gun pointed at him?"

"Wasn't the first time. He called me ma'am." She giggled. "Nat, he told me what you said to say to prove his identity."

Natasha sat up a bit in the seat. She wasn't overly pleased by the accommodations either and Holly wagered she'd arrived with Tony in his car. Probably driving worse than Tony was right now to scare him a bit. "Oh the Hot Lips thing?"

"Yeah."

"I figured that would be enough of an identifier." She paused. "He didn't react much when you floated his coffee."

"Why should he?" Coulsen jumped in. "It's no different than having an Asian man or a black man in the Commandos."

Holly tried not to laugh even though the other two women were smirking at his quick reaction to defend Captain Rogers. "Exactly. I think he was more curious than anything else."


	5. Chapter 5

See Chapter 1 for Author notes.

Chapter Text

Stepping onto the huge plane that Coulson referred to as The Bus, Holly saw a familiar red classic. "Oh wow, Lola! You finally got your hands on her!" Coulson had always talked about owning the classic car but never actively looked to buy one. It wasn't so much a midlife crisis car as a fulfillment of a lifelong dream. Coulson had always been the quiet unassuming guy in the background and Lola was something he could show off proudly.

"A present from Fury, along with the bus." Coulson said with a tight smile. Obviously it had something to do with what was done to bring Coulson back from the dead. Holly didn't know exact details but she knew that he hadn't almost died, he'd been completely dead for almost a week before being forced back via procedure called Project Tahiti involving alien blood. Even with her being inactive, she was still able to make use of her Level 7 clearance.

Following the others toward the main deck of the plane, a small shadow movement allowed Holly to move just in time to avoid an bluntly tipped knockout arrow aimed for her back, rolled to the side before leaping forward into a somersault and kicking up and out with her feet at the figure in the dark. She flipped to her feet while pulling her collapsible staff out of it's boot holster, pinning it against her attacker's neck while shoving him against the wall. It paid to stay armed.

A slightly choked but amused voice greeted her. "Hiya Hot Lips."

She rolled her eyes and gently shoved Clint, collapsing and reholstering her staff. She wasn't surprised. He loved doing surprise mock attacks ever since her brother had sat him down to watch the old Pink Panther with Peter Sellers. One time, he'd nearly gotten stuck in an old hotel airduct in order to surprise her when she was sleeping. "Stop calling me that, Legolas."

"Hey! That's what I call him!" Tony said with an indignant whine from behind them.

Clint grinned, not something he did but for few select people, rubbing at his chest. "Those tiny feet still pack a punch, Skywalker."

She grinned back. "And you're surprised?" She let the archer pull her into his arms, hugging him back, laughing as he swayed them back and forth, his face pressed into her hair. "It's good to see you." She'd known Clint since he'd joined Shield and they'd been partners for years. Beyond that, he was one of her closest friends and one of the few people she would gladly give her life for because she knew he would do the same.

"Better to see you. Nice to see your instincts haven't lost anything in the last few years." He hadn't been able to visit as much with all that had been going on between Cap being found, Hulk pretty much remodeling Harlem, Thor showing up and then dealing with Thor's brother and his alien minions. He always seemed to make time to send her silly texts or links to stuff that he thought would make her laugh though. That was Clint.

She pulled back, very happy to see her friend again. Sometimes it wasn't until you saw someone again that you realized just how much you'd missed them. "Seems like you are getting a bit slow though."

"Phht, whatever." He rolled his eyes dramatically, a smile still on his face. "We'll spar later and I'll show you."

He wrapped an arm around her shoulders and they joined the others who'd watched the reunion, Steve looked curious while Natasha had a bemused smile on her face. Clint wrapped his other arm around her waist, giving her a wink. Delta together again, look out world. Coulson showed off a few features of the plane, including the wetbar, which looked like it better belonged on a jet of Tony's. They headed into a large conference room with other agents, a nervous looking man with glasses and a huge blond man wearing a cape along with an equally impressive woman dressed in similar armor.

"Everyone, this is Holly Dugan, aka Lady Skywalker. She's an inactive agent coming along as a consultant and maybe more. Of course you know Captain Rogers." Coulson introduced. "Holly, you know Bobbi. This is Dr. Banner, Thor and Lady Sif of Asgard. Everyone, this is my team. Agents Skye, Morse, Hunter, Triplett, Mac, Fitz and Simmons."

Thor stood up first, holding out his hand, a warm smile on his face. Apparently he'd learned some Earth mannerisms. "I was not aware that Midgardian royalty would be accompanying us on our quest. Milady, I bring greetings from Asgard. I am Thor Odinson."

Holly watched as instead of taking her hand, her forearm all but disappeared in Thor's grip and her own hand barely managed to reach half of his huge muscles. An Asgardian version of a handshake? "Thank you Thor, but I am no royalty. My codename for SHIELD was Lady Skywalker, it is no title. It has to do with the kind of weapons I prefer to use, inspired by a Midgardian epic known as Star Wars."

Thor's eyes lit up and a genuine look of happiness took his face. "I know of this! I have seen it while visiting Midgard with the Warriors 3! You fight with the swords of light?"

She couldn't help but smile at his glee for knowing something from this world and not having to have it explained to him. It was obvious that he was very eager to learn new things. She wouldn't doubt she would be the same way on Asgard. "That's right. Well done, Thor Odinson."

"I should like to see these swords of light, Lady Skywalker. Perhaps you will honor me with a mock fight as we fly this metal beast into danger?"

Holly could barely keep up with the near Shakespearean tone of the Asgardians, all the while her mind screaming at her that she was meeting aliens. "It would be my honor, Lady Sif." She bowed her head in respect to the pair.

To her right, she saw Tony all but hauling Dr. Banner from his seat like a petulant child and over for a proper introduction. "Dr. Dugan, it's very nice to meet you. I've seen some of your classes online. Very engaging and thought provoking." He fidgeted nervously, pushing his glasses up and barely meeting her eye.

She smiled, knowing that Dr. Banner's alter ego was the Hulk. She knew Tony would be the last person to baby the man or be afraid of him because of what he became. It was something he'd learned from her father. From what she knew about both Banner and his alter ego, she had no worries either. " Please, Dr. Banner, just Holly. I don't even make my students call me Dr Dugan if they don't want to. It's nice to finally meet you. Tony raves about you. I'm impressed you have the patience to deal with him on a regular basis. I think if anything that shows a great deal of control on your part."

"Please, call me Bruce. And thank you. He does like to try and tempt...you know, the other guy into coming out. But I promised Pepper I would try not to break Manhattan. One borough is enough."

Holly laughed. "I'm sure Manhattan appreciates it." She shook his hand. "If it means anything, my father never liked General Ross. He always thought it would be a matter of time before he ended up getting people hurt with his recklessness. I think that transferred over to Fury, why he tended to be a bit protective of you where others wouldn't have been."

Bruce nodded. "I appreciate that. The General...is a complicated man."

"Pompous asshat." Tony coughed not so nonchalantly into his hand.

"Who I heard was drummed out of the service early for the events leading to the Abomination." Holly said, smirking at how Tony seemed protective of the man who could become the Hulk. Of course they both had difficult childhoods thanks to their fathers on top of genius beyond compare. It wasn't something you usually found in another person. At Bruce's confused look, she shrugged. "I still have my SHIELD clearance. You'd be surprised at the things I know."

She turned to where Trip, another person she recognized, was standing with his arms crossed, a playful twist to his lips. "Look at this, two Legacies on the same plane. You know I brought the noise."

"And I always bring the funk." The black man grinned, pulling her into a tight hug. "It's good to see you, Holly. It's been way too long."

"I know, it's really good to see you Trip. I was sorry to hear about Garrett. I can't count the number of times I met him and never had a clue he was Hydra. Not even a hint. Pissed me off that he and that Ward traitor were able to fool us so well. You okay?" She was even more angry that she'd actually thanked Garrett for having Trip on his team at the time the Towers fell, Trip being out of the country and not in NY at the time.

"Yeah. It's messed up, the whole Hydra thing, but they made their choice and it was the wrong one." He shrugged. It was obvious to her that it still bothered him. Not just the feeling of betrayal by his commanding agent, but by the fact that Hydra had infiltrated so completely. It had taken her by surprise as well. She'd spent a good deal of time going over old missions, thinking of why she hadn't suspected. She'd never liked Pierce, neither had her father or Peggy, but to think he'd been Hydra the whole time made her sick.

Holly nodded before turning and waving Steve over. "Steve, have you met Agent Triplett? He's a fellow Legacy, what we've come to call anyone descended from the original Commandos, who weren't terribly prolific. We're the only ones left. His mom was Gabe Jones' daughter."

She almost teared up at how big Trip's eyes got at the sight of the real Captain America, someone they'd both grown up hearing firsthand stories about. Like a child learning Santa Claus was real or going to Disney World for the first time. He knew about Steve being found from the start, but here he was in the flesh. He instantly straightened up and put his hand to his temple in salute. "Sir! It's an honor, sir."

"At ease, son. We're all friends here." Steve put out his hand, respectful amusement in his eyes considering that Trip was physically older than he was. "It's actually my honor to have fought with your grandfather, he was one of the best men I knew. He'd be proud to know you were continuing the fight with SHIELD."

It was obvious that Trip was nervous but he relaxed just a bit as he shook Steve's hand. "Thank you sir. Really."

The girl that Coulson had identified as Skye came over, an amused look on her face from watching Trip's reaction to Steve. "So you are the Holly Coulson's told me about. Is it true you became an agent at 14?"

Holly nodded, remembering how proud she felt when she received her badge and clearance. "Yep. The youngest SHIELD agent in history."

"And your dad was director?"

"Yes, he was. For well over 20 years before Fury took over."

"I can't even imagine being an agent that young!"

"I was born into SHIELD. It's all I've ever known. The last few years have been stranger than anything SHIELD ever threw at me, to be honest. Staying in one place was hard to get used to." She gave the younger girl a smile and leaned in closer. "We'll have to sit down and talk, I can tell you a few stories about Coulson you won't believe."

"May told me the Milan story."

Holly fought back a laugh. "Oh sweetheart, Milan is nothing. I've known the man for 20 years, May is holding back on you."

"Oh god dammit." Coulson muttered, his hand to his forehead.

"You get what you ask for, Phil." May said with a smirk on her face as she gave Holly a wink, heading up to the cockpit.

After a few more introductions and takeoff, the group all sat down around the conference table for a situation report by Coulson. It seemed there was a leader of a small country in Western Europe, called Latveria who was threatening neighboring nations with releasing his armies of mechanized soldiers unless they surrendered and declared allegiance to him. He called himself Dr. Doom.

"Wait, Victor Von Doom? The scientist who used to work with Reed Richards?" Bruce spoke up, his brow furrowed. "Last I heard he'd been in an accident and Richards was recovering from cosmic ray radiation exposure with his team."

"You heard correctly, Dr. Banner. Unfortunately, whatever happened to Doom was enough to push his meglomania into full blown psychosis. No one has seen him since but he's fully embraced his title of dictator. We're flying in to assess the potential threat under the unofficial request of the United Nations Security Council."

"Because Doom is considered a world leader, they'd have to publicly threaten sanctions and such otherwise. He have diplomatic immunity if he tried to coordinate this aggressive expansion from the States probably." Holly added, looking at the old stock photo of the man. Part of being a SHIELD agent was knowing just what kind of laws you were possibly violating if you weren't invited to a particular country. Doom looked like the kind of guy who thought he was better than everyone else and to try and prove him wrong would send him over the edge. Vanity and ego to the extreme. The question was what put him over the edge? The accident?

"That's right. Luckily for us, he's near his home country commanding his self proclaimed Doombots from a castle fortress. Seriously, that's what he called them in his formal threat." Coulson seemed ready for everyone to think he was just kidding.

"Doombots? Castle? Lame." Tony concluded with a dismissing wave of his hand. After you fought an entire alien army, one madman with robots seemed like nothing.

"This coming from a guy who used to have a building with his name on it in NY?" Clint quipped, an eyebrow raised. "And had how many Iron Man suits that could operate independently thanks to Jarvis?"

"Blah blah. Keep it up there Robin Hood and I'll start charging you rent!"

"Where is Latveria? Near Russia?" Steve interrupted, looking at the screen, keen to stay on topic. "It sounds vaguely familiar but most of my time was in Eastern and Northern Europe."

"It's near Bavaria, Cap. In the Alps." Bruce spoke up absently, intently reading the information on his tablet. It made sense that Banner would be familiar with another authority in the scientific community.

Holly stiffened at the sound of Bavaria and even more so about the Alps in that country. "Director please tell me Doom is in Latveria and not Bavaria."

"Sorry Agent, I can't." Coulson's eyes were sympathetic. He already knew what she'd realized. He had to. And that was probably why he slipped, calling her agent.

"Why does it matter where he is?" Natasha spoke up confused.

"Because an egomaniac like Doom would want to chose an infamous place for his base of operations. A place that would be legendary and inspire fear while having the capabilities, once retrofitted, for his purposes." Holly explained, dreading her next question and closing her eyes as she did. "He's taken over Castle Kaufmann, hasn't he?" She knew they should have destroyed that place in the last 60 years.

The only one who reacted to her question was Steve who took in a sharp breath. Coulson looked sadly at the soldier before nodding. "Excellent profiling Holly. That's where we are heading. We should be there in less than 6 hours."

Steve stood up suddenly. "Excuse me." He left the room.

"What was that? Cap allergic to Bavarian crème?" Tony said in his usual blunt manner, rotating his chair in mild interest. It obvious wasn't Steve's usual behavior to leave a situation meeting.

Holly smacked him upside the head from across the table without even moving. It had been a trick that had greatly amused her brother when she was a kid. Tony wasn't known for his tact and telekinesis came in handy. "Castle Kaufmann was once the base for the Red Skull and the original incarnation of Hydra. That's where Cap and the Commandos stopped their plan of attack using the Tesseract." She took her breath. "It's where the plane that Steve was forced to crash into the Arctic launched from, in March 1945."

A low curse in French came from Trip who had finally made the connection. His grandfather had been a Commando and had no doubt had spoken sadly about the events at the Castle. He'd been the only other Commando present when Bucky Barnes had been presumed lost from the fall from the Hydra train. The others were quiet, concerned about the super soldier but not knowing what to say. What could you say?

"Shit." Tony breathed. "I didn't know."

"No, but as usual, you speak without thinking." Holly said roughly. She was used to Tony's particular way of expressing himself and his personality but she knew it could be seen as cocky and abrasive if not downright rude by others. She almost wanted to ask him if he'd like to make a return visit to the system of caves he'd been held captive in for 3 months in Afghanistan."Excuse me, I'm going to check on Steve and hope he's not experiencing the Super Soldier version of PTSD."

She left the room and made her way through the plane, looking for Steve. She was more than a little angry that no one had warned Steve ahead of time where they were going. They weren't facing the Red Skull again but to go back to the place that led to you ending up a human popsicle for nearly 70 years to face another megalomaniac with plans of world domination had to mess with your head. She wagered Steve probably still had issues dealing with winter after his experience.

She finally found him sitting in a seat looking out the window on the night sky. His jaw was tight and his hands were gripping the seat arms so tightly that she was sure that he was bending the metal under the leather cushions. She cautiously approached him and stopped a few feet away, in case he was dealing with PTSD. Her father had told her about how Uncle Dum Dum had nearly killed him once when he tried to wake his brother from a nightmare involving what Hydra had done to the men before their rescue by Captain America. She remembered Pepper telling her about Tony having a nightmare that had him waking up with his armored hand and a charged repulsor in her face. And she'd witnessed the same with both Clint and Natasha. She'd had her own share of nightmares over the years too. He had to be hurting.

She spoke quietly. "Steve? Are you alright?"

It was silent for long moments. "What do you think?"

"Sorry, it was a dumb question." She apologized. "Can I sit with you? I think you need some company. I can just sit here if you want and not talk. I don't think you should be alone."

He swallowed and turned away from the window to look at her, the pain in his eyes evident. He looked lost and almost scared. One of the few things that could actually really frighten the legendary Captain America. Or was this more of the man behind the shield being afraid? "I'm not going to try and hurt myself or go crazy."

She shook her head. "I never said that you'd do either. But it's obvious that you are hurting just the same. I'm sorry you had to find out where we were heading like that. I know it has to be a shock."

His jaw tensed. "Yeah. One place I never wanted to return to. I guess I shouldn't be surprised that you would figure out where Doom would set up base."

She shrugged as she carefully moved herself into the seat opposite him, making her movements deliberate and without any suddenness. "Uncle Dum Dum wouldn't talk about what happened there except to use the Castle as a starting point to try and figure out where you might have crashed enroute to NY." Her voice seemed loud in the large room. "Peggy told me of how she spoke to you right till the very end. That you were going to go dancing. But as much as she missed you, she knew that you'd made the right choice and she was proud that you had been so brave to do it."

Steve had returned to looking out the window. "I remember seeing the water and ice coming closer and closer. Peggy talking about our date. Telling me I better not be late. I have vague memories of the cold, being unable to move and the ice biting into me. I think I thought that at least I'd see Bucky again. See my parents."

Holly's heart broke, hearing the pained words coming from the hero before her. Everyone seemed to forget that despite appearances, Captain America was really a former target of bullies. He was still just a kid himself, forced to do things he never got the chance to come to deal with before waking up in a whole new world with everything he ever knew to be gone. No chance to just be Steve Rogers of Brooklyn again. He'd only been out of the ice a few scarce months before the Loki incident with the Chitari invasion happened. Not long after that was Hydra emerging from within SHIELD and the appearance of the Winter Soldier. There was no time for him to truly mentally deal with what he'd been through during the war, let alone his choice to sacrifice himself in that bomber.

"It's stupid. It's just a place. I'm sure it's changed in nearly 70 years, right?"

"It's not stupid Steve." She took a chance to trust him as he was trusting her. "I haven't been able to go to New York since September 11th. I was doing a quick snatch and grab in San Diego with Clint when everything happened. It's just blind luck or whatever you want to call it that I wasn't home in NY when everything went down. All I had left was a communique that went to all SHIELD agents, requesting assistance in NY." She took a breath. "That was the order from the Hydra undercover."

"I'm sorry, that must have been so hard."

She nodded. "Coulson tried telling me that if I had been in New York, I probably would have died too." Another moment of trust. "For a while, I wished I had. Died, you know? That's why I left SHIELD. I couldn't risk the lives of other agents because I didn't care about my own. I didn't have anything to live for. That's dangerous in this line of work."

"I understand." His eyes told her that unlike a lot of people, he really got it. In any kind of a fight, you had to be completely focused and beyond that, care about what happened to you. Without that, you could get others killed trying to defend you or pick up your slack. Or worse, innocents could suffer.

"Maybe this could be a second chance for both of us. I can try and get back into the field and you can help yourself put away those memories. To make it just a place in the Alps that no one cares about. Hell, we have to have some good ordinance on this thing. Maybe if we ask nicely, Coulson will let us blow it back to hell. That could be fun."

She could see him fighting it, but a smile and a chuckle came out. Steve looked at her, his lips slightly curved. His eyes less pained, more amused. Pleased even. She could see the kid from Brooklyn that he'd always insisted to Peggy he was in the end in that smile. "You are a special kind of lady, you know that?"

"Coming from you, that's the highest compliment I've ever received." It really was a bit of a thrill too, not just to be called special by Captain America, but to make a man who looked like Steve with that warm personality smile and laugh. He didn't seem to have a disingenuous bone in his body. In this day and age, it was refreshing.

They sat quietly for a while before Holly spoke again. "Listen, I know this isn't going to be easy for you and I know quite a few people on this plane want me to move on from my own issues. Anyways, I'm sure Tony actually does have a new saber for me with him and Coulson has my costume somewhere around here. He's a nut for costumes yet always wears a suit. Never figured that out."

Steve chuckled again. "I think that might actually be his costume."


	6. Chapter 6

_Author's Note: In the comics, the real life Riker's Prison is Ryker's and has a dedicated section for superpowered prisoners._

Chapter Text

 **Steve's POV**

Steve couldn't help but consider himself impressed as he watched Holly not just spar against Natasha but Barton as well. She was using a double bladed lightsaber, the sword of light that Thor had spoken of. He was vaguely familiar with it and wondered if the new one Stark had made for her was created with his ARC technology, its blades a bright blue. It allowed her to deflect Clint's sparring arrows which didn't pierce but still packed a whollop and that of Natasha's Widow Bites.

She moved like a dancer and a gymnast in one as a choral theme was played over the loudspeaker. It was a far cry from the college professor he'd met only hours earlier. She adapted and defended, planned and attacked. She was fully concentrating, not letting the cheers from the group watching the sparring distract her nor did she concentrate completely on using her lightsaber or even her telekinetic abilities. She made use of whatever was available, even grabbing and pulling Natasha's arm to use one of her sparring Widow Bites on Barton. If this was her after being inactive for nearly 13 years, he was curious to see her at her peak.

Both Stark and Coulson looked like proud older brothers, arms crossed as they watched the fight. Even Trip looked like a proud brother, her fellow Commando legacy. He was speaking quietly to the young agent that had been introduced as simply Skye. Thor and Sif looked impressed, murmuring to each other and cheering loudly as Holly knocked Hawkeye to his knees and used his body to vault over and use both feet to kick Natasha into the padded wall, landing effortlessly on her feet, twirling the bright blue saber, a grin on her face. It was obvious she was enjoying being back with her friends again.

"She hasn't lost her touch." Bobbi Morse, aka Mockingbird spoke from his shoulder, absently twirling one of her batons in her fingers. "Hard to believe she's been inactive for so long."

"I'm sure people said the same about me and I was inactive for 70 years, not 12."

"Sorry Captain, I didn't mean to imply anything." Her eyes widened and she ducked her head in embarrassment.

He shook his head. "No apologies necessary. I'm amazed at her skill."

"This has been her life, till a few years ago. Her brother was an expert in hand to hand as well as swords. I only ever got to see them fight together once. We were sent in to stop terrorists who had taken over Ryker's prison in NY. You'd have thought they shared a mind. It was actually quite beautiful."

"You knew her brother?"

Bobbi nodded, her eyes on the fight. "Yeah. Edward Dugan. Codename: Deathsword. He was a legend. He recruited Hawkeye. Actually got to spar with him once when I first started with SHIELD. He wiped the floor with me and I couldn't have been more happy. Director Dugan, their father, was a legend too, but I never met him. Rumor is that he was the one who recruited Fury."

Steve nodded, impressed. "And their mother?"

"Rose Dugan, codename: Shadow Dancer. She was the one they got their physicality from and where Holly got her mutant gene. She was a Lakota Sioux and Holly looks just like her. Between her and their father, they were formidable agents." She broke off and stood with the others as the session ended, Holly bowing to the crowd before elaborately twirling her saber and shutting it down before helping Natasha to pull Barton to his feet. The archer used their help to pull both women into a three way hug. It spoke of affection and familiarity. Holly had mentioned being apart of the assault team Strike Team Delta with the pair years ago. Apparently they had stayed close.

"Director, we're approaching the landing site. ETA 20 minutes." Agent May's voice came over the loudspeaker.

"You heard the lady. Everyone, suit up." Coulson said, moving forward to the quietly chatting trio who were discussing their mock fight, complete with hand gestures. "Holly, I have your uniform for you if you'll follow me."

Holly let out an amused laugh and shook her finger at the man. "I knew you would!"

"I don't like to disappoint." The director said with a small smile, indicating where he needed Holly to follow.

 **Holly's POV**

"How does it feel?"

Holly looked up to see Coulson leaning against the wall outside of the small room she'd been given to change in. Her uniform hadn't changed, practically stolen from the Star Wars movies except that she generally didn't wear the robe and it was more form fitting, not as bulky. Plus there were all the gadgets and weapons she had in addition to her training, telekinesis and saber. "Feels like old times."

"Your spar went well. I'm glad you came with us."

She shrugged. "Tony didn't give me a choice really. I'm just wondering how the hell you, Nat and Tony came up with this cockamamie scheme to get me back in the field."

"Actually, it wasn't really a scheme, more just how things fell together." He adjusted his cufflinks. "You know Fury wanted you for the Avenger Initiative from the start."

She snorted. "Yeah, to help keep Nat, Clint and Tony in line."

Her old handler smirked. "Largely. But in the end, this is what you were meant for. You know that. It's time. Are you ready?"

She took a deep breath. "Yeah. Yeah I am."

"And you are going to be fighting with Captain America, can you imagine what your dad would think?"

She chuckled. "He would be over the moon."

"What do you think of him, now that you've actually met him? Really."

She shook her head. Phil Coulson was a gossiping little girl when it came to Captain America. "The stories didn't do him justice. And I think the thing I like most about him is he really is that kid from Brooklyn. A regular guy."

Coulson grinned. "Yes! That's what I thought too."

Amused, she started walking with him toward the main part of the plane where everyone would be getting prepared. "Let's get back to everyone before you start gushing and writing poetry."

 **Steve's POV**

"Wow, it's really hitting me that I'm going to be going into a fight with Captain America. This is really kinda awesome."

Steve looked up from where he'd been adjusting the knife he kept in his boot to find that Dr. Holly Dugan was gone and standing before him was Lady Skywalker, Agent of SHIELD. She was dressed in what could only be described as a kind of dark tan gee, not quite as skin tight as Black Widow's catsuit. It was similar to what Agent May wore, except the top was longer. The belt no doubt had many of the same gadgets that Black Widow and Hawkeye made use of and strapped to her leg was a collapsible wooden staff and her boots held multiple knives. Having seen her make use of a wrist holster earlier in the spar, he was sure there were more hidden weapons on her person, no doubt her knee high boots were filled with tricks. It was smart to see she planned for contingencies.

"Lady Skywalker, how does it feel to be back?"

She grinned before looking down at her costume, smoothing out non-existent wrinkles. "It feels good, honestly. I've missed this old thing."

"I'm not that much older than you, twerp." Stark, in his Iron Man suit, sans helmet walked over. "You ready to fight, little girl?"

She rolled her eyes but still had a smile on her face. "You mean probably save your tin can ass? Sure."

"Coulson!? I'm going to throw Holly out of the plane, that's okay right?" Stark called out, playfully pulling Holly toward the hanger doors, her giggles taking a bit of the toughness from her appearance as they filled the hangar, even making the man pulling her grin. It was nice to see this part of Stark, the pseudo-older brother.

"Stark, play nice or I'll tell Miss Potts!" The director called back from the other side of the main deck of the plane, not even looking up from the table computer with a holographic representation of the Castle. He had a slight amused smirk on his face.

There was a chorus of "oooohs" from Black Widow, Hawkeye and even Banner who was looking over screens of schematics and scans, his own amused smirk evident. The Avengers, Earth's Mightest Heroes reduced to children. Even Thor and Sif were laughing.

"Shut. Up." Tony grumbled as he let Holly go. "You'd only win because Jarvis likes you better that me."

"That is correct, sir." The snarky AI spoke up.


	7. Chapter 7

**Holly POV**

"Alright Cap, call it." Tony asked as they stood around the holographic representation of the Fortress. They had landed undetected a few hundred yards from the main grounds, behind a huge rock outcropping. It had been late night when they left the States and now was early morning. They stood outside in the snow and cold to do a final briefing.

"Stark, you and Thor cover the outside and the air. If anything comes flying in or tries to fly out, you take it down. Lady Sif and Black Widow, you take the west entrance, be careful, it's a good place for snipers to hide. Hawkeye, you and Mockingbird will take the East Entrance. It opens into a large room so have those arrows ready. Lady Skywalker, you're with me. We're going in through the hanger if Thor and Stark would be so kind to drop us off. We'll all meet up here." He pointed to the center room. "This was Red Skull's main office and laboratory. If Holly is right about his meglomania, Doom will be there too."

"The rest of us will join you once the way is clear." Coulson spoke up. "Skye, Fitz and Simmons with Jarvis' help should be able to override whatever program Doom is using to control his Doombots."

"Umm, what about me?" Banner asked. The man looked like he was hopeful that his job would be to get the popcorn ready for the movie back home.

"If we need help, Hulk up and smash in." Holly quipped. "Hopefully you won't need to."

"Exactly." Steve said with a nod of agreement. "Everyone stay in communication, report anything of consequence. If we don't find anything, we get out, in case it's a trap and lift off." Then a small smirk took his face. "Then we bomb this place out of existance for old times sake."

In unison, both Holly and Tony said, "Or for fun."

* * *

Holly looked around at the mountains surrounding them and the drop off yards away, thankful Thor had been very gentle about dropping her off. It was nearly a sheer drop to the bottom. Snow covered the runway and there was no sign of any kind of defenses. "I don't like this. It's too quiet. There should be some kind of defense this close."

"Agreed." Steve, no Captain America said, very serious as he began carefully heading down the long runway, his shield ready. His eyes were in constant motion, scanning for danger. She wondered if he almost expected to see the Red Skull waiting for him. Hell, she almost expected to see the maniac herself. She knew very well what this runway had led to and couldn't believe she was there in person. The historian in her was completely fangirling.

"Does it look different?"

"Not from the outside." He said tightly, walking quicker and she lightly jogged to keep up. No doubt he just wanted to get in, complete the mission and get out. Touching his earpiece, he spoke to the team. "Stark, what's it like from above?"

"Quiet. No one up here but me and Shakespeare."

"Black Widow?"

"Doesn't look like anyone is home. Are we sure the intel is right?"

"It's quiet over here too. There's equipment, a few weapons but I think they've been here since the last time you were here Cap. I'm seeing really old Hydra stuff but nothing new." Hawkeye spoke up. "I don't even see any signs of a security system. You know, this is EDT, your Bavarian castle has been broken into, we're sending assistance."

"I have a bad feeling about this, the intel was good. We made sure of it." Coulson spoke up. "Cap, you make the call."

He didn't even hesitate. "We continue to the meeting point. Stay sharp."

 **Steve POV**

Steve sensed the Doombot the moment before Holly did and managed to pull her to his chest and turn his arm so the shield deflected the energy blast. Then he flung out his arm and using the opposite wall, bounced the shield off it and decapitated the bot before catching the shield easily. "We have contact inside the hanger." He spoke to the team. They had nearly made all the way through the cavernous hanger before encountering the Bot.

Holly stepped back, united her saber, twirling it on and taking a defensive stance. "We have lots of contact Cap." Her eyes flashed with the light of her weapon, scanning the area around her, assessing threats much like she had in her classroom not even a day earlier.

He looked and saw the Doombots coming from all round them, weapons drawn, electronic eyes blue. It brought him back to when he had first come to the Castle and been surrounded by Hydra soldiers. Their energy weapons even looked similar. "Confirmed. The bots can cloak themselves. I bet we are all surrounded. Fight to the center folks. Banner, keep your ear open!"

 **Holly POV**

"Cap, on your 6!" Holly called out, doing a backflip before kicking down a bot and using her saber to decapitate it and then mentally throwing the head through the chest of another bot.

"Skywalker down!" She dropped flat to the ground as Steve flung his shield in the direction she had been standing, taking out one bot while one of Hawkeye's arrows took out another. Black Widow and Mockingbird worked together to take out one, Widow using her Bites to fry it while bo staffs were driven though it's head. She was conserving her ammunition.

Soon the group found themselves surrounded, facing the open doors of the former laboratory of Johann Schmitt. Doom had been a busy boy, there were easily 200 bots counting the ones already taken down. "If you cover me, I can get behind them and we can break through." Holly murmured, thanks to the earpieces, the team able to hear every word. The bots had been focusing on Tony any time he left the ground, no doubt programmed to limit one of the main strengths of the Iron Man armor. But they couldn't have much programming when it came to her.

"How do you plan to accomplish that?"

"With a bit of a boost from Captain America of course."

"You're sure?" Steve asked, looking first at her and then the ceiling over the bots, no doubt figuring the angle he'd need to have the shield at. The ceilings in front of the lab were high, but not limitless.

"Come on, I saw the footage of Nat during the Battle of New York. It'll be cake."

"Then we'll do a repeat. I'll cover your back." Black Widow spoke up, flinging one of her Widow Bites and shorting out a nearby bot.

Holly took a running start and jumped onto the infamous shield, Steve easily lauching her into the air, angling the shield so she went up and over instead of just up. She couldn't help her cry of "Wahoo!" and hoped somewhere Dum Dum was proud to see his niece fighting besides his old friend.

"I am not yelling that." Natasha's flat tone made Holly laugh outloud as she landed on both feet low to the ground, her saber behind her and one hand out to balance herself. God, she missed this shit. The bots seemed confused when she had sailed over them, taking out four before even touching the ground. They didn't seem to understand which direction they should focus in as Natasha landed beside her in the same position, having fried more than one bot on the way over.

"Now this is reminding me of Belaruse." She quipped, as both she and Natasha began attacking the bots before them, working together as the others worked their way toward them.

"You would have to bring that up." Clint said with a sigh, one of his arrows taking out a bot as it tried to move around the two. There was now a clear path to the main laboratory.

A quick moving Doombot came out of it's cloak and before Holly could yell a warning, smashed Steve in the chest, throwing him into the far wall. She quickly reacted, turning and easily cutting the machine in quarters, slicing with both blades quickly enough to form an X before it fell apart. Natasha diving between the legs of another one to duck it's swinging arm.

She hadn't seen that the bot had been a distraction for another larger one to grab her from out of nowhere. Not keeping her back to the team was a mistake. She didn't panic and fought against it's steel grip, trying to get at it with her blades. It simply crushed her against it's body with one arm, causing her to cry out from the sudden sharp pain while it yanked the saber from her hand and crushed it under it's heavy block feet.

It backed to a doorway and she heard the voices over her earpiece shouting that she was being taken. The urge to yell back was pushed down by her training. Conserve her breath for fighting, not talking. Steve had recovered from his impromptu flight into the wall and was running after her, fighting against Doombots that were moving to intercept and keep the team away. "Holly! HOLLY!"

Holly struggled as the Doombot tightened it's hold on her as it backed into the laboratory, the doors moving to close of their own volition Her saber was destroyed and her arms were restrained. The more she fought, the tighter the bot's grip was. She couldn't exactly knock it in the stomach or any of the normal self defense moves. She couldn't even reach the gadgets on her belt or backup weapons. She wiggled and kicked as best she could, not knowing just how flexible the robot might be. If she could knock it over, that could be a chance. She couldn't get a sense of it telekenetically. Was it different from the others? Shielded somehow?

Suddenly it's arms retracted so that it could grab her with both of it's claw like hands and bodily smash her against a wall and she screamed in pain. She could feel her ribs strain then break and she gasped to breath through the white hot stabbing agony. "Stop struggling scum." It's mechanical voice commanded. Again, another smash and her head bounced off the stone and her vision grayed as she felt blood coming out of her ear and nose. Great, a concussion.

The next events were a bit of a blur. From above them, the Hulk came smashing through only a few yards away and crushed the bot's head with his hand before it could react. The now defunct bot body collapsed and so did she. Then the other bots that had been fighting the team, turned their attention toward them. The door stopped from moving thanks to the combined work of Thor and Tony. "Hulk, look out!" She managed to gasp from the floor, the pain overwhelming as she tasted blood. Punctured lung?

Hulk turned and saw the bots and with a strange tenderness, picked her up, holding her against his chest while the bots fired ineffectively against his back. His large hand nearly wrapped around her entirely as he protected her. "Tiny Jedi. Hulk save Jedi." His voice growled to her as he kept her close.

"Thanks." She managed before giving in to the darkness and passing out.


	8. Chapter 8

**Coulson POV**

There weren't many things that could get a major reaction out of Phil Coulson. But it was taking everything in his training for him to keep calm as he and his team ran out to where the Hulk had landed, a limp and very injured Holly in his gigantic grip. At the creature's growl, he held out his arms to the team behind him, to slow them. No need to make the Hulk see them as threats.

"Hulk, we're friends. Remember? Friends. We want to help Holly. Can we see her?"

Hulk regarded Coulson for a moment before taking a few massive steps forward, towering over him. It seemed strange that for someone capable of easily taking on an Asgardian as well as a Chitari army would be so careful. Phil kept his breathing even, his eyes not averting from the Hulk's face. If he showed fear, that could provoke the beast, despite the quiet scientist he normally was. "Help Jedi."

Coulson reached out with both arms and let the Hulk deposit Holly's limp form into his arms, his heart breaking at the sight of blood coming from her ears and nose. He shouldn't have pushed her into this. Why hadn't he seen the entire thing as a trap from the start? Was she going to pay for his mistake? "Yes, we will help Jedi."

May stepped forward. Her eyes were narrowed, her hands fisted the only sign of her distress over her old friend's injuries. "Go smash those robots. Make them pay, Hulk."

The green giant grinned before leaping off back toward the castle.

"Director, here, I have a biobed." Simmons said, pulling the repulsor lift emergency bed behind her. "Oh bloody hell, look at her."

"Concentrate on fixing it, Simmons. Let's get her inside, out of the cold and stable. May, bring up Holly's file, we need her blood type. If we need to, Trip or myself can donate."

Trip looked grim, looking down at Holly in the bed. "The serum will help, won't it, sir?"

"I hope so. We'll have to do the rest." He touched the earpiece in his ear. "Cap, what's your situation in there?"

"Last bit of clean up, mostly by the Hulk. There's no Doom here. It was a set up. What's Holly's condition?"

"We need to get her out of here. It'd be helpful to have Dr. Banner back to assist Simmons. We're going to have to get to at least Germany to the nearest SHIELD medical center. There's a doctor there we can trust." He paused and took in Simmons' actions, reading the woman's body language. "We need to hurry."

"You heard him people, Doom isn't here, let's evac."

 **Tony POV**

Tony had been around the block a time or two and had seen his share of messed up shit. His childhood wasn't the best, though he was sure it would have been worse if it hadn't been for the Dugans. He'd made his fair share of mistakes. Hell, he'd probably made enough mistakes to account for most of the Eastern Seaboard. But this, almost pushing Holly back into her old lifestyle felt like one of the worst.

He looked up at her lying asleep in the medical unit bed of Coulson's plane, bruised and bandaged and knew she would probably kick his ass for feeling guilty. It really hadn't taken much to encourage her back into the hero lifestyle. She was doing it before he was. But looking at her there, all he could see was when she had broken her arm at 12. A break caused by falling off her bike he'd thought for years but turned out to be a break caused while earning her second black belt. Or the dislocated shoulder from a car accident in London that was actually a healing bullet wound when she was barely 19.

He'd taken over for Rogers who was getting something to eat at Bruce's insistence. Capsicle hadn't left her side since the whole thing happened. Practically before either, the two had been thick as thieves on the plane. That was something he was going to have to watch. Maybe he hadn't been the best of pseudo big brothers but if Cap was looking at her as something more than another hero, he'd set him straight.

"Oh, hello Mr. Stark. I'm just checking on Holly."

"Come on, how many times do I have to tell you? Mr. Stark was my father. I'm Tony. Just Tony. Well not just, but you get the gist. And you're Jemma. Are you like Jem, truly outrageous?"

He couldn't help but smile a little at the fluster on the young English doctor's face. "I can be at times, I'm sure." She checked a few things on her pad and then looked at another machine. "She's going to be just fine you know. You and Captain Rogers don't need to worry. She's healing quite well."

"Shouldn't have to be in here at all." He grumbled, standing up and stretching. "Can't believe Doom did a bait and switch after all that. Arrogant ass."

"I'm actually not surprised. Why would he want to risk himself when he could just build more robots?"

"Excellent point, Dr. Outrageous."

 **Holly POV**

The next thing she knew, she was in the medical bay of the Bus from what she could tell, hooked up to machines. She felt her whole body was broken and wondered just how badly she'd been injured. Her face felt tight and her arm heavy in bandages. She felt cold oxygen being given to her via a cannula. She blinked, more difficult with the left being a touch swollen and tried to look around. What happened? Where was everyone?

An alert went off and immediately Jemma was at her side. The young English doctor who had bombarded her with questions about the Peggy Carter gave her a gentle smile. "Holly, you're awake! Lovely. How do you feel?"

"Like a robot used my body to redecorate?" She groaned, even talking hurt, her mouth and throat dry. Overall, she felt like shit. "What happened?"

"What's the last thing you remember?" Without asking, Jemma fed her a few ice chips that felt like heaven.

"Banner...the Hulk shielding me from the bots. Where's Bruce? Is he okay?"

"Calm yourself. Dr. Banner is just fine. He got you out of the castle and then went back in and did what he does best and destroyed all he could." Jemma soothed, giving her a few more chips.

Relieved, Holly relaxed against the pillows. "He called me Tiny Jedi."

"The creature, the Other Guy as Dr. Banner calls him, isn't terribly vocal but does speak from time to time. He brought you right to us, placed you in the Director's arms and headed back in to smash."

"What about everyone else? Anyone else hurt?"

"Everyone is fine. Minor injuries thankfully from such a fight but we were able to defeat Dr. Doom's immediate plans and shut down the remaining bots. I'm sorry to report that Dr. Doom wasn't even at the Castle."

"We'll get him. He'll try again and we'll get him."

Holly turned her head to see Coulson entering the medical bay. "Director. I'm sorry I endangered the team, sir. I should have known I wasn't ready for a fight like this. I'm not an Avenger." She struggled to try and sit up more, her SHIELD training screaming at her that one did not lounge in a bed, even a hospital bed when addressed by the Director. Her body however wasn't cooperating and her left arm was pretty much useless and she felt so groggy.

"At ease. No apologies needed, Holly. You did very well for someone who doesn't normally fight homicidal robots let alone with a team or after 12 years." Coulson held out his hands to tell her to stop trying to sit up.

"Can't help but notice that I'm the only one in the medical bay."

"That was because it seems the bots were programmed to focus on the biggest threat. It seems your skills with your lightsaber were deemed such. I would have to agree, you are quite the swordswoman!" Jemma encouraged with her ever present smile. "They went after you only after you and Black Widow exposed the weakness in their strategy programming."

"But really it's because the rest of us were conscious and stubborn about not needing medical help." Tony's voice came from the doorway as he sauntered in after Coulson, a rather nasty bruise on his face. "Barton practically broke his ass getting thrown by one of the Bots into Romanov who is still cursing him out in Russian for nearly crushing her. I think it had something to do with his addiction to Krispy Kremes."

His face became serious as he got to her bedside and he took her uninjured hand and affectionately brushed back her hair. "You scared me, Sparky. I don't like being scared. It was almost as bad as that time Coulson didn't wear a tie. The horror!"

Holly felt herself choke up. Tony hadn't called her Sparky in years, since she was little. He'd been so proud of how fast she caught on to what she was taught, he said she was so bright that she threw off sparks. "You haven't called me that in a while."

"I haven't exactly been the best honorary brother, the last few years, have I?" His eyes didn't quite meet hers. Tony, for all his egotistical acting was deep down his own worst critic. The perception of ego he gave to the outside world was unconscious compensation for his own self view, no doubt instilled early on by Howard. Thankfully it was nowhere near as bad as it could have been thanks to her father.

"You'll always be the best, Ony."

That made the older man's face soften immensely and give her hand a squeeze. When she had first been learning to talk, much to the consternation of her parents, uncle and brother, her first word had been an attempt to say Tony, which ended up being Ony. It stuck.

"And in that case, I'd better start showing off.. You are staying at the Tower to recover. No arguments. We have state of the art medical facilities and you'll be bedbound for a while anyway. You can help me create a better saber for you and be with family. Pepper is texting me constantly about when we're going to get you home. She's worried."

Her chest seized up a bit, thinking about even being close to NY after so long. "Tony...I can't..."

He leaned in closer, his free hand smoothing back some hair near her forehead. "Sparky, listen to me. I need you to stay for a while. Alright? You don't have to go out into the city or see anything. We'll black out all the windows if need be. Eddie would kick my ass if I just let you head back to California alone. Let me help you. Please." He spoke quietly and honestly.

"Can I think about it? Wrap my head around it at least?"

He gave her a nod and she knew no matter what, she was bound for Avengers Tower in NY. But at the very least, she was being given the illusion she had a choice which was more than Tony gave most people. He moved back and returned to his normal self. If there was such a thing as normal for Tony Stark. "It's good to see you awake. Captain Worrywart can finally stop pacing a hole in Coulson's plane."

She furrowed her brow, wincing as she assumed she had a few cuts and bruises that made the motion hurt. "Steve?"

"He's been quite concerned for your wellbeing, Holly." Jemma spoke up. "He sat with you for hours."

"Wait, how long have I been asleep? What happened that would have him that worried?"

"Oh! I'm sorry, I didn't tell you. You had a rather nasty concussion that required us to put you in a medically induced coma. Your arm was only strongly contused, the shoulder knocked out of joint. We also had to surgically go in to repair your rather shattered ribcage. And the corresponding internal bleeding and punctured lung. We had to replace 3 of your ribs and part of your sternum at the hospital in Munich. Do you remember Dr. Gruber? After SHIELD fell, he went back to being a civilian surgeon and he did your surgery with Dr. Banner and myself assisting."

"Replace with what?" She was feeling fuzzy as her hand moved and felt her entire midsection covered in medical coverings. Simmons was amusing in her babbling but with as fuzzy as she felt, it was hard to follow along.

"Artificial ribs made of adamantium."

That threw her. So now she had some of the most indestructible metal on earth as ribs? Neat."Okay, thanks, I guess. Where are we? It doesn't feel like we are flying."

"We've been at a former SHIELD base outside of France waiting for you to wake up before we continued back to the States. We didn't want to stay in Munich longer than we had to. There's a chance Doom could have contacts there." Coulson explained. "You were out a little longer than we expected."

"How long?"

"Just 4 days."

She tried to take a deep breath to keep herself calm from all the new information and grimaced as her body protested the movement. "That's why Steve was worried?"

"No, he was worried because Commandos are family, remember?" Coulson said gently. "Captain Rogers has taken quite the shine to you and your connection to his past."

"He's just sweet, that's all."

"Sorry, Sparks, Coulson's right. Rogers tends to be a bit of a loner but not with you. Which reminds me, I need to threaten him on behalf of your father, pardon me." With that, he headed for the door.

"Tony!" Holly called out, sounding pitifully weak. "Don't you dare. I will kick your ass, new ribs or not!"

"Ooh, did someone say ribs?" Clint sauntered in just as Tony left, dressed in civilian clothes. "Hey Hot Lips. I thought I heard you threatening Stark. Tasha will be happy, it's boring being the only ones doing that." He moved over to the bed, gently sitting on the edge on her good side, his eyes searching hers. "How do you feel?"

"Better than ever. Just wanted to hibernate for a while, see why bears like it so much. You?"

He chuckled. "Have I mentioned I've missed you?" He brushed her cheek with his knuckles, the smell of the fletching oil always there a comfort. "Stupid robots had to mess with our fun."

"Yeah, they don't seem to appreciate a good battle and cheat."

"Agent Barton, sir, Holly really does need her rest and I need to go over a few things medically. I will let you know when she can have visitors again." Jemma spoke up, nervously. Even though SHIELD was in a strange place at the moment, she still regarded him as the senior agent he was. It was obvious in many ways why Coulson had chosen her for his team. It'd be a waste of talent to have her stuck in a lab somewhere.

He nodded at Jemma. "Sure doc." He turned back to Holly. "Alright, you get some rest and I'll make sure Stark behaves himself around Cap. When you are feeling better, you aren't going to believe what gossip I've heard in the last couple days."

"That Bobbi is back with Hunter?"

He sighed, looking up to the ceiling in frustration at being out-scooped. "How?"

"Body language, silly bird. It's obvious."

He chuckled. "Yep. Missed you." He leaned in and kissed her forehead. "Rest. I'll let Tasha know you're okay."


	9. Chapter 9

**Holly POV**

Holly woke up again to a quiet medical bay, the lights dim no doubt for her comfort. From a window she could see they were flying again, the clouds large and fluffy. Turning her head, she saw Steve half asleep in a nearby chair, wearing a simple pair of khakis with an old SHIELD tshirt. He looked exhausted. Or as exhausted as a Supersoldier's metabolism allowed. He had a very fine bit of stubble on his cheeks, showing he hadn't seen the need to shave. It said a great deal to her since he'd kept himself clean shaven during the war from all the photographs and newsreel footage she'd seen. His shield was right by his side.

She closed her eyes and swallowed, her throat tight and dry. The extra oxygen that was helping her weakened body was also drying her out. She pulled off the tubing, rubbing at her dry nose with the back of her hand. Looking over at Steve, she figured the man deserved some rest and resolved that she could get her own drink of water if she was careful. She knew better than to try and telekenetically bring the water over. She'd done that before when she was on heavy pain medications and it hadn't been pretty.

Thankful that her vitals had stabilized enough to where she only had an IV of saline and medication, she carefully tested her legs. She'd been hurt before in the field, including a rather nasty gunshot wound to the shoulder by a very stupid former KGB agent that had tried to attack the English parliament. She'd been with Natasha and Clint at the time and the man had received not just a full clip from his former fellow KGB agent, but two arrows in the chest from Clint for his actions.

Slowly, she moved the blankets, thankful that she was dressed in plain pajamas and not a hospital gown. She slid her legs to the side, letting the blood flow from the new position before cautiously moving so that she was standing, but leaning against the bed.

Biting back a groan from the pain, she mentally cursed Doom for ever programming his robots to hurt anyone let alone her. She gave herself a long moment before trying to stand up straight and finding that it was a dumb idea. Her healing body wasn't ready for straight, so slightly hunched, she took hold of her IV stand and with the help of her bed, began the trek toward the small sink and the glass nearby.

She was almost there but hadn't counted on the bit of turbulence messing with her already hesitant balance. She didn't fall, but had ended up managing to keep herself up with the help of a wall. Normally, it wouldn't have meant anything. She'd been uninjured and lost her balance before and had a wall keep her up.

This time, it was her bad side and against her arm that was nearly purple from bruising and the side that had three new shiny ribs and corresponding sutures and things. She shrieked from the pain and felt her vision snow.

"Holly!"

Steve was at her side in seconds, shield in hand, no doubt a habit. It was only thanks to him that she didn't collapse onto the floor or rip out her IV in the process. The pain was overwhelming and she struggled not to pass out. She grunted as Steve lifted her up in his arms, using his shield as something akin to a backboard so as to not to force her healing body to stretch or bend in ways it wasn't ready for.

"Holly, what were you thinking, doll?" His voice sounded slightly frantic as he moved to a nearby communcations panel and used his elbow to activate it. Even through the pain, she made note that he'd called her doll. Absently she wondered if anyone had ever called her that before. "Dr Simmons, we need you in the medical bay as soon as possible!"

Gripping at his tshirt with the hand of her good arm, she focused on her fingers to try and keep the nausea away her pain was causing. She was not going to throw up in front of or on Captain America if it was the last thing she ever did. She wanted to answer the question. "Thirsty."

He sighed, looking to the ceiling. "Why does this make me think you are more like Dum Dum and Stark than you will ever realize?"

Swallowing, she weakly flicked him in his muscled chest with her fingers. "Bite me, Captain Crunch."

Before Steve could respond, Jemma had run into the room, quickly followed by Banner and Coulson. "Oh! Oh dear! What happened?"

"Someone decided she could walk across the room for a drink. Lost her balance."

"Plane threw me, not my fault. Tell May to stop doing air donuts." She gasped as the pain didn't seem to want to stop. It throbbed with every shallow breath. She blinked confused. "My side feels wet?"

"Oh bloody hell, your stitches!" Jemma ran for whatever she needed. "Captain Rogers, could you please lay her back on the bed? Dr. Banner, can you assess the wound while I gather materials?"

Holly kept her jaw clenched, every moment making her want to scream. Steve had moved down by her feet on her good side after putting her down and apologizing profusely for the pain it seemed to cause. One look at him told her that she had hurt herself, his shirt had blood on it. His eyes were full of concern as were Coulson's as the director took her good hand in both of his after quicky putting the oxygen back under her nose. "Holly, focus on me. Not on the pain. Just like May taught you. You control the pain. Don't let it control you. Focus on breathing."

She barely managed a short nod as Banner came over and apologized before lifting up her shirt enough to see the damage she'd caused to herself. "Doesn't look too bad. A suture or two might have popped. We should do an xray just to be safe." He looked to Holly with gentle eyes. "Don't worry Holly. You'll be just fine in no time."

"Already charging the portable. Director, Captain, we'll need you to step outside."

Coulson gave her hand a squeeze before moving as directed but she reached out to grab Steve's hand as he moved to follow. "Sorry. Sorry about your shirt." She couldn't believe she'd bled all over him like that.

Steve looked down, apparently not even realizing he'd gotten blood on it. "I'm not worried about the shirt, Holly." As almost an afterthought, he gave her hand a tiny squeeze. "I'll let Stark know you are alright."

 **Steve POV**

To help Holly deal with being back in NY, albeit not really her choice, Banner had given her a strong anxiety medication which on top of her other medications had knocked her out completely. It had made the transfer from the QuinJet to the medical floor of Avengers Tower that much easier for her. The last thing her healing body needed was a panic attack.

Stark and the Asgardians had accompanied Coulsen and his team to a safe landing area for The Bus before they joined everyone at Avengers' Tower.

"Steve!"

He'd been focused on the elevator doors closing, taking Banner, Simmons, Natasha and Barton up to medical with the unconscious Holly. He looked up to see Pepper's slim form hurrying over to him. "Hello Pepper."

The strawberry blonde was quick to give him a hug and he decided after the last few days, he deserved to give in to it a little. Pepper had always been kind to him, even with Tony's teasing that she had made Steve her own personal puppy dog. She was a sweet woman and an intensely strong person, not to mention patient to deal with Tony, especially romantically. "How are you? Tony and Phil told me what's been happening. I can't believe you had to go back to that place! Are you alright?"

Of course Pepper, like Holly would immediately show concern for his mental well being when it came to Castle Kaufmann. Both women were very intuitive. "Yeah, I'm okay. It's just a place."

"But you're bothered by how the mission went?"

He sighed. "Holly could have been killed. One of her broken ribs could have pierced her heart instead of her lung. Or tore open an artery." He ran his hand through his hair. "She could have died."

"And how is that your fault?"

"She was pushed into participating in the mission. She wanted to help me deal with being back there. I should have said no."

Pepper gave him a smiled before tucking her arm in his and leading him to the elevator. "Steve, you should realize that Holly is very much like Tony in that no one can truly push her to do anything she doesn't want. Tony only arranged things with her classes after you were all enroute, despite what he may have said."

"Oh."

She nodded. "I know he wants her to stay, but I don't know if she'll be willing. Not because she was hurt and would want to escape back to California but because I think it's easier for her not to deal with the grief and trauma from September 11th."

"We could try to help her, couldn't we?"

A smile graced her lips. "My thoughts exactly."


	10. Chapter 10

**Holly POV**

A few days later, Holly found herself in a specially made wheelchair that had no wheels but floated with the use of repulsor technology first invented by Howard Stark. It was like a portable recliner, form fitting and responding to her commands, allowing her to move around as she needed. Tony had told her that after everything with the Chitari Invasion, in addition to building suit after suit of Iron Man armor, he'd also dabbled more in medical and recovery technology. Then after Pepper had been given Extremis, he'd widely expanded the medical section of Stark Industries to try and find a way to purge the whatever it was from his girlfriend's body. But strangely, unlike most the other subjects who'd ended up imploding or going insane from the procedure's effects, Pepper's body seemed to simply accept it. It worked out since any process for removing it was more complicated with how it had melded with her DNA.

Figured that it would be something that Tony helped perfect while drunk.

Now she was using that tech to join Tony and Bruce, as he insisted, in their Playroom as they called it, giving feedback on their plans to build her a new saber that would last a bit longer than the last one. Her condition had improved enough that Banner thought she could handle seeing more than just the medical floor or her own loft apartment that took up half a floor itself.

"We should do something so that if it gets knocked away from you, it comes right back to you. Like Thor can call for his hammer from whereever it might be. We've been working on something similar for Cap." Bruce commented, glasses low on his nose as he reached up to the holographic representation and opened up it's inner casing. "DNA recognition?"

"Wouldn't someone just need to get their hands on my blood or skin cells to get a hold of it? All they'd have to do is take my hair brush and I'm in trouble."

"Good point."

"Easy kids. We just inject nanites into her that are connected to her sabers and respond to her commands. Program them to respond to brain signals as well as proximity of the saber, her blood pressure, breathing, etc."

"So her saber comes to her the moment her body begins to react to danger?" Bruce questioned, bringing up another screen showing prototype nanites.

"Or if I have a rather spicy burrito." She snarked, grinning as Tony flipped her the bird. "Argue your case, boy genius." It was something that her father would always say when the kids got into an argument or even when agents didn't agree with each other on how to handle a situation. Argue your case.

"You can't call me boy, I'm older." He moved his hands to push away the holographic saber and then brought up a screen. "Watch the footage from the fight in Bavaria. We can create a new saber that reacts to proximity threats as well as being separated from you."

Holly watched the fight from Tony's point of view in the Iron Man suit, commending herself silently at how well her vault behind the Bots had gone, the machines going down before her feet had even touched the ground, even faster when Natasha joined her. She noted how quickly she took out the bot that had thrown Steve but her heart pounding as she saw the other coming up behind her. The bot was massive on top of strangely stealthy. There was no way she could have broken free. The sound of her shriek of pain and the sight of her saber being yanked away and destroyed as the bot moved backwards toward the room beyond, other bots moving to keep the group from rescuing her. She saw everyone redoubling their efforts, Clint using concussive arrows, Natasha smashing one bot with the arm of another while Bobbi used her bo staffs to smash the face of another, Thor and Sif moving together to take out bot after bot. The bright light from the hands of the Iron Man suit as Tony blasted one bot after another.

"We have to get her before they can close the doors! Stop the doors!"

She could see the information from Jarvis and the point of view focusing on getting to the doors, Tony taking one side and Thor the other with Sif defending. What really intrigued her was how Steve was fighting like he was possessed, furiously smashing robots, teeth gritted. "HOLLY!" A throw of his shield and another shout. "BANNER! Get in here now! They have Holly!"

She watched as she could see herself getting thrown up against the wall and gasped at the sound of her own scream of pain before watching her head be bounced off the wall. It was painful to watch and her arms unconsciously wrapped protectively around her midsection. She was still bruised and aching, but felt infinitely better than she had when she'd been on The Bus.

She had vague memories of what had happened next, but to actually see them was another thing all together. The whole team moved as one, Thor and Sif yelling in rage and the sight of seeing the repulsor blast from the arc reactor in Tony's chest take out six bots at once, Jarvis taking charge of the suit for a moment then from the readout on the screen as Tony was angrily yelling "Motherfucker, get away from my sister!"

Back during their days of Strike Team Delta, there was a place that each of them could get to when it came to defending each other if they were hurt or in serious danger. They'd joke and call it going "Full Delta" but in reality, it was a brutal, mindless place where all your focus was getting to your teammate and making the enemy pay for whatever transgressions, usually in a very painful and often fatal way. Now, both Natasha and Clint had the look of going Full Delta and neither were holding back as they fought in tandem with Bobbi who covered their backs as they had tunnel vision on their objective, getting to her.

Steve's reaction was a very profound enraged, NO as he fought against the seemingly overwhelming tide of bots that threatened to swarm the team. She wondered if this was the Cap that Uncle Dum Dum had talked about, the more serious, more determined one that had existed after Bucky had fallen from the train, seemly to his death.

Strange, how seeing the group react to her being taken and hurt made her almost feel warm inside. She could understand Nat, Clint, Bobbi and Tony reacting because they knew her. Steve hadn't known her a day, the Asgardians only a few hours.

Then, out of nowhere, green came down through the roof. The Hulk. She watched as he took out the bot that had taken and smashed her and then cradled her to his chest before turning his back to the blasts from the robots that'd been fighting the team before leaping out of sight.

Tony stopped the video then. He turned to her. "Sparky, I'm sorry. I just meant to focus on your saber. You didn't need to see that." She could seen the genuine concern in his eyes. Coulson had commented that few people ever saw that side of Tony. It was always a little strange to her to hear that because this was the Tony she'd always known. She knew about his drinking problem and womanizing before Afghanistan, but whenever she was around, he always focused on her as much as he could. She was one of the few people besides Pepper who could just hang out in his working playroom and he had no issue with it.

Unless you messed with his music, which Holly did on purpose just to be a pain in the ass. Nothing beat the day when she'd had his music go from alternative grunge to Broadway showtunes and he'd been working so intently, he didn't realize until he caught himself singing under his breath to one of the songs from Chicago.

She shook her head, pulling herself back from the trauma of that fight and forced herself to move her arms. That was the past and she was safe and healing now. "You called me your sister."

He gave her a gentle smile and moved over to put a kiss to her forehead. "Because you are, you twerp. Maybe not by blood, but by everything else that matters."

She smiled and carefully leaned forward to kiss his cheek. "Love you too, Ony."

When he moved back she held her hand out to Bruce who took it very gently for a man who could become an 8 foot tall green raging Hulk. "Thank you again for saving me. I know you don't like letting the other guy out if you can help it. I'm sorry you had to."

Bruce shook his head, taking off his glasses. "No apologies. I'd do it again. So would The Other Guy. He's fond of Tiny Jedi." He put his glasses back on. "Sorry, I sound schizophrenic, but he's always there and likes to make his opinions known. I'm sorry we didn't get there faster."

"Which is why we are going to make the ultimate saber so we can prevent this in the future." Tony seemed practiced at deflecting Bruce's inherent need to put himself down because of the Hulk.

Holly nodded. Then there was a gentle prod at her good shoulder. She turned to see that Tony's very first AI bot, U, nicknamed Butterfingers, was holding a throw blanket in it's claw. It squeaked at her and then squeaked again with an inquisitive tone. "Aww. Thank you Butters! Such a sweet bot. Good Butters."

She wasn't cold, but took the throw anyway just to make the bot happy. He had probably seen her wrap her arms around herself and his logic programming led to the conclusion she was chilled. He wasn't the smartest AI out there but had a sweet personality, which was amazing considering Tony built him in his 20s at the height of his ego. The bot trilled a happy tone before rolling out of the room.

"You shouldn't encourage him like that, Holly. He's practically a rolling scrap heap."

"Tony! Don't talk about your first child like that. You know I've always loved U and DUM-E. Don't forget that he saved your life!"

He sighed, letting his head drop. "I know, I know. Must you remind me?"

She smirked. "Must you need reminding?"

* * *

"Hey Hot Lips, how ya feeling?"

Holly looked up from the pad in her lap to Clint perched at the top of the stairs leading to the secondary lounge area of the Assembly floor. Holly felt the need to get out of her own apartment but didn't want to bother anyone with whatever they were doing. It was much easier now to move around than it had been only two weeks earlier. She figured sitting in the more public area would lead to some company. She'd be right. "I'm alright. Just taking it easy, per Dr. Banner. I didn't realize you were back."

Clint nodded, vaulting the steps and landing on the floor in a crouch, no doubt having been perched up there observing for a few minutes before speaking. He made his way over to her and plopping down on the couch careful to not jostle her too much but at the same time slouching like a teenager. Clint took advantage of time when he wasn't on a mission or fighting to just relax. "Yeah, Nat and Rogers are still in Washington with Coulson's team. They didn't need me for the time being so I took a Quinjet back to see how you were."

"Aww, thanks. That's sweet. I'm alright. Thankful that Bruce felt I was okay enough to move around on my own. I was getting a bit stir crazy."

Clint nodded. "Yeah, that's one doctor you don't dare to argue with."

"Apparently the Other Guy likes me, so I think I'm good. Bruce is a good man. I feel bad at how scared people are of him. The Hulk isn't bad, it isn't trying to do bad things. It's just...pure reaction. Like how you and Nat instantly killed that guy who shot me in London. I barely had time to realize I'd been shot and you'd gotten him and Nat emptied a clip into him."

Clint sighed, turning a bit on his side and gently touching the scar of that encounter, the cut of her tank top showing it. His brow furrowed, his fingertips typically rough from using his bow. "That's not something I like to think of, Hols."

"Or Uganda?" That had been another time they'd found themselves in mortal danger. It had been something that she'd thought of a few times in the last few days, being back in the fight, having to be rescued. The potential for a very messy and painful death. Of course Uganda could have also led to a very traumatic fate for herself and she'd always be thankful to Clint for being willing to sacrifice himself to make sure that never happened.

He looked down and then looked back. His eyes were serious, intimate. Uganda wasn't something they would ever bring up in front of other people. "You know I don't regret Uganda. Do you?"

She shook her head. "No. Not at all. You know that." She nudged him so he would move and she followed so she was more resting against him, glad to be able to spend some time with one of her best friends again. The smell of leather and the oil he used to treat his bow strings was strangely comforting, probably because of it's familiarity. It was something that stuck around even when he was wearing jeans and a flannel. "Thankfully I have very few regrets in my life."

"Not even Bavaria? Hols, that fucking bot could have killed you. Scared the shit out of me." He hugged her gently, careful not to jar her or squeeze too tightly, his head resting against hers. "That Doom prick is going to get my entire quiver one by one when we get the chance to get at him in person for that."

She chuckled, imagining Doom as Clint's target back in the center ring of the circus Eddie had recruited him from. Tied to a giant wheel that spun as Clint shot at him. "I'm alright, Clint. Honest . You don't need to go caveman archer, even though it's very sweet that you want to." She patted his hand. Always her protector, no doubt something Eddie had ordered him to be when they had first been paired together. She lost count of the number of times he instinctively pushed her behind him when someone started shooting at them on missions. It used to get her so angry but now, she understood.

"Doesn't change anything. Just a matter of who gets to him first. Me, Nat or even Stark. Hell, didn't Jarvis take over the suit and use the chest repulsor?"

Holly smiled, remembering the video. Tony trusted the AI implicitly and while most people wouldn't understand it, Iron Man really was the both of them. "He did. He's such a loving nephew."

"Hols, you know it's weird that you think of a computer program as a nephew, right?"

"Clint, come on. You should know better. Jarvis isn't a program. He's a person just without a physical form. You weren't there when Tony first created him or seen him grow and get his own personality and sense of self. It was just like with a person, just without diapers and with access to all human knowledge. He has emotions and feelings, likes and dislikes." She sat up a little. "Jarvis, knows he's family to me, right?" She spoke out to the room.

"Of course, Holly. I've always been very thankful for that." The AI responded.

"Sorry Jarvis, I didn't mean to offend you." Clint said sheepishly. "We're good, right?"

"Of course, Agent Barton. My status as an individual is not traditional, to be sure. I appreciate the apology."


	11. Chapter 11

**Holly POV**

"I just don't understand how SHIELD could justify injecting anyone with any amount of the Super Soldier serum after everything that happened with Schmitt, with me or with Blonsky. What were you thinking?" Bruce threw his hands up in the air and walked a few steps away, breathing out of his nose. He took off his glasses and pinched the bridge of his nose as if the very thought of SHIELD using the serum was giving him a migraine.

He'd been researching why Holly had healed much quicker than someone else would from the injuries she'd sustained and discovered that there was a little bonus to her DNA. A portion of Super Soldier serum, nearly a half dose. He'd asked her up to the lab for a checkup and confronted her with the lab results. She'd confirmed that when she was 14 and made an agent, she'd volunteered to be dosed. Bruce's accident had only happened 2 years earlier.

"Bruce, listen to me okay? I've read most of Erskine's research and his theories as well as that of Tony's dad about what happened with the Serum that made Steve Captain America but made Schmit the Red Skull or Blonsky the Abomination. They all had the full dose or in Blonsky's case, nearly 2 doses. And his wasn't the exact kind of dose that Steve had, it was a poor rushed duplicate. Erskine believed that the serum enhanced whatever was already there. In Steve's case, it allowed his inner strength to come out, his noble nature and quick mind. That's why he chose Steve for the program. For Schmitt, it just made his ego and madness worse on top of the fact the serum wasn't ready. And with Blonsky, he was nothing but a sociopath, near psychotic who enjoyed killing. What he became showed that." Of course all that had happened years later after she'd been injected.

"And me? What does the Other Guy say about me?" He turned back, his lips a firm line.

Her heart broke at the sad tone in his voice. She knew that having something like the Hulk within you had to make you question who you were or what kind of person you were. She reached out and took his hand, Bruce nearly jumping, not used to much contact anymore with people so afraid of him and what he became. "Bruce, you once said that your secret was that you were always angry. I read your file years ago. I know what a true monster your father was. What he did you to you and your mother. To be exposed to that kind of violence so young on top of having a high IQ, it's going to give you some understandable issues. The Hulk, more than anything is just your primal instinctual rage, your overly developed defensive mechanism. He lashes out because you can't. Because when you were a kid, you couldn't. He isn't bad. I know you want to think that because you ended up breaking Harlem that the Hulk is evil, but he isn't."

Bruce sighed and looked up. He let out a weak chuckle. "Funny. He agrees with you." He shook his head. "I just can't trust that somehow someone will get badly hurt because of him. Like Natasha back on the Carrier."

"I don't think the Hulk would have really hurt her. Then he was reacting out of rage for the suddenness of the attack, of the argument you all had before it and probably proximity to Loki's Pokey Stick of Destiny thing. He doesn't kill because you won't kill."

Bruce chuckled. "I guess that's as good a name for the staff as any. But you're wrong I have killed."

"I know, but it was because you had no other choice and you did it quickly and humanely." She would have done the same rather than risk the Hulk causing more destruction than was necessary. It was really the only thing he could have done. "Otherwise I know you abhor violence."

"All that beside, I still can't believe SHIELD used the serum."

Holly shrugged. "It worked, didn't it? It doesn't make me a Super Soldier, but it makes me better. I heal faster and my reflexes are better than most."

Bruce sighed. "That's not the point Holly. The dangers! They couldn't have known how the serum would react with your mutant genes! And your age besides!"

"I know. But this time, SHIELD did extensive testing and study. They didn't choose people willy nilly."

"Jarvis, please tell me the SHIELD files on those who were given the option to receive the serum doesn't use the term willy nilly." Bruce said, pinching his nose.

"It does not, Dr. Banner. There is a chance that the report was rewritten to exclude that particular technical term though."

Holly chuckled. "Cute Jarvis."

"I aim to please, Holly."

"Besides Bruce. I'm here and alive because of both you and The Other Guy. You've seen the footage from the fight. We both know the others wouldn't have gotten to me in time. They couldn't have taken out the bot that grabbed me before it would have killed me." She waited for him to soak that in and look up. "You both saved my life and I'm thankful for that. You saved Tony's life during the Battle of NY. You both, you and the Hulk save lives. You might break a few buildings in the process, but you know I'm right."

He sighed. "You are way too much like Tony."

She giggled. "If I had a dollar for every time my dad or my brother said that, I'd probably be in Tony's tax bracket!"

 **Steve POV**

"Read this."

Steve looked down at the tablet that Natasha was all but shoving into his chest, the Quinjet they were taking back to NY on autopilot at the moment. Clear blue skies filled the winows as they sped through the air toward NY. "What is it?"

"Holly's complete SHIELD file. Something tells me you need to read it."

He took the tablet, but didn't look at it yet. "And that something is what?"

"You finding any and every reason to not go back to New York until there wasn't anything to keep you away. I think you're avoiding her."

"I am not. We were working, if you didn't notice."

"And Coulson's team could have handled it without us." She turned in her seat toward him. "You can talk to me, you know. Being friends and all."

"I know." He mentally cringed, sounding a bit more indignant than he really wanted to be.

"You are feeling guilty still that she got hurt under your command. I'm guessing something to do not just with her uncle, but the fact that your old sweetheart was pretty much her mother." She waved to the tablet in his hands. "Read her file. Sorry to tell you, but she'd got more experience at this sort of thing than you do, even with the extended inactive status."

He looked down at the tablet, Holly's basic stats and a slightly younger picture looking back at him. "I'm not going to invade her privacy." He looked up to the redhead. "I haven't read your file, you know. I know it's out there, but it's none of my business. It's not fair for me to go poking into Holly's past either."

She gave him a soft amused look. "I appreciate it, Steve, I do. But Holly doesn't have anything to hide, not like I did. I'm sure she assumes that by now, you already read the file. Besides, she trusts me to know what would be best, just like I trust her. You don't hear me say that everyday."

Steve nodded. That much was very true about the young former assassin. "What is it about her that made you trust her? Your time together in Delta?"

Natasha gave a hint of a smile. "It was a number of things. Mostly the way that she wasn't afraid of me or wary around me when Clint first brought me in."

"Tell me."

She shrugged, absently looking out the window. "Many agents and pretty much the entire council were calling for Clint's head on a platter when he brought me in instead of killing me like ordered. Assumptions that I was a sleeper agent or that he'd been compromised by me." She turned back to him. "But Holly didn't make any assumptions. She trusted Clint's judgment, as did her father and brother. She simply came up to me, held out her hand and asked me in Russian which language I preferred."

Steve smiled. He liked hearing Natasha recount a memory from her past that was happy. "You did better than I did, she pulled a gun on me."

"That's probably my influence on her." A wicked pleased smirk took her lips.

"My thought exactly." He paused. "Do you expect that I'll think differently about her once I read this?"

Nat shook her head, her red curls moving along with her. "Not differently. I think you'll understand more. Go ahead. We still have an hour to go."

He read for most of the plane ride. He read about her getting in trouble in elementary school for using some of the self defense she'd been learning at home on her fellow classmates, namely the bullies. That had made him smile, something they had in common was a distaste for bullies. Sadly little Holly probably didn't get her ass handed to her quite as much as he did.

At age 10, her hands and feet had to be registered as lethal weapons as she earned her first black belt in mixed martial arts. Her telekinesis began to manifest when she was around 12. She was officially a SHIELD agent at age 14. At 15, she'd been forced to kill a North Korean teenager, sent to try and poison the NYC water supply. It was the first of many kills she'd been forced to make.

He read about her life and couldn't blame her for wanting to leave. In just her few years as a SHIELD operative, she was officially credited with nearly 36 kills, either offensive or defensive. That was before she even turned 20. She'd saved countless lives and helped prevent numerous terrorist attacks, including one in England where she had been shot. He wondered if part of her aversion to being in New York again had to do with being faced everyday with the one terrorist attack that she hadn't been able to prevent. Something akin to the sick feeling he got whenever he thought of the Nazis and the 6 million lives they took while he was chasing Schmitt all over Europe.

Her medical history was extensive. Natasha had been right, she'd been injured before and had come back from her injuries every time. The notations to each injury noted most were caused by her going beyond her orders or by something wholly unexpected. One nasty knife wound was caused by her trying to defend a hostage, resulting in 17 stitches across her shoulder blade. Another was a bullet graze across her calf that she earned physically tackling a fellow mutant who'd been part of a mutant rights rally that'd turned into a small riot when anti-mutant protesters arrived.

He was surprised to learn she was one of the few SHIELD agents who had been willfully injected with a weak version of the Super Soldier serum. Enough to help them heal from injuries better than most with less lasting effects with the potential to marginally increase reflexes and strength. That much he had seen when they fought together but at the time had thought nothing of. Barton had superior reflexes without being a supersoldier. He remembered being told about how they had tried to recreate the Super Soldier program with disastrous results, namely in what happened to Banner and some soldier named Blonsky that led to the Hulk fighting something that was officially designated the Abomination. Apparently if it was given to the right person in a weak enough form, it was safe.

In addition to her combat skills, she'd also managed to graduate with honors from the Julliard Music School where she'd worked undercover using her real identity. The file also included her achievements after leaving SHIELD, including getting her PhD in American history and authoring four different books. He wondered how much of an influence Tony was, her accomplishments making him think of the billionaire's vast genius and manic personality.

He read her reviews, the initial one being written by Fury himself. Again and again she was praised as a model operative. She wasn't one to cause collateral damage but wasn't afraid to risk her own to save others. She was ever trying to learn new skills and assist fellow agents in honing theirs. He watched numerous taped sessions where she wiped the floor with male agents who judged her simply for her gender. He smiled after she pinned one such agent, thinking how proud Peggy must have been. She was well on her way to being one of the top operatives in SHIELD.

When she'd stepped away from SHIELD, she'd been level 7. He noticed that Coulson had recently elevated her to level 9, the highest clearance reserved only for his personal team and the Avengers with level 10 reserved for himself as director. She was also marked as an active specialist. He wondered if that was Coulson or Holly, determined not to run back to being a professor after being brought back into the fight.


	12. Chapter 12

**Steve POV**

When they arrived back in the Tower, Jarvis told them Holly was in her apartment, which just happened to be right below Steve's. As they stepped off the elevator, the sound of a familiar piece of cello music drifted down the hall and he couldn't help but smile. It brought memories of getting ready for school in the morning, being surprised with the occasional treat of an orange or bacon with his morning oatmeal.

At Natasha's curious look, he explained. "My mom liked this when it played on the radio. She liked classical music in the morning."

She nodded and they made their way down the hall to Holly's apartment. She shared the floor with Natasha and Clint, who shared quarters but no one really brought any attention to it. They'd had separate places initially but it hadn't lasted long. He wondered if it was done purposefully, to make Holly feel more comfortable and at home to have her old partners nearby.

They reached the doorway that was open to find Holly facing them, a huge cello in front of her. Her eyes were closed and he was intrigued by how easily she played, the key to making the beautiful melody a complete mystery to him. He remembered listening to Bucky play on the piano and how effortless he made it seem.

They both stood in the doorway listening tor a while before Natasha nudged him and motioned that she was going back to her apartment. He nodded and the redhead left, leaving him alone in the doorway.

The piece came to an end and Holly seemed to wait for the final note to dissipate before she let her arm holding the bow drop. Her eyes were still closed as she rolled her left shoulder, the one that had been dislocated when she'd been slammed into the wall by the Doombot.

"Is playing that a form of physical therapy?"

She opened her eyes to see him standing there and for a moment, she looked utterly surprised and a touch embarrassed that he'd again been right there without her knowing it. "Yeah, I guess it could be considered that." She stood up, easily hefting the huge instrument over to a stand next to a piano. "Come on in. I didn't know you were back."

He stepped in as invited, closing the door behind him. "Natasha and I just got in. You play beautifully."

She smiled a little and did a small curtsy. "Thank you."

"How are you feeling? You look like you are feeling much better."

She shrugged, heading over to her kitchen area, her entire apartment a large loft, much like his own above. The windows took up one entire wall and he was glad to see that as much as she hadn't wanted to be in New York, she wasn't having difficulty looking out onto the city. That much was good. "Bruce has cleared me for the most part. I'll spend some time with Clint and Natasha, getting my flexibility back, my balance."

"Why would your balance be off? The concussion?"

A shake of the head. "The new ribs." She put her hand to her side. "It's not a lot, but it does change a bit how I move and everything. I can still feel the difference, from one side to the other."

"But everything has healed?"

She nodded. "Funny how that serum helps, huh?"

He blinked. She already knew he'd read her file? "How did you know?"

"Natasha told me she was going to make you read my file if she had to have to tie you down." She giggled. "Don't test her on that, by the way, she'll do it." She opened her fridge and tossed a bottle of water over one shoulder that he easily caught before taking a seat at the breakfast bar that faced her kitchen. "Anything surprise you?"

"Well the fact that you have the serum did surprise me a bit. I didn't realize SHIELD had done that."

She took her own bottle of water and after closing the refrigerator, opened it and took a long drink. "It was just after everything happened with Bruce. Believe me, he realized it a couple weeks ago and was none too pleased. I knew the risks going in, so did my brother. My dad wouldn't have allowed them to do it if he thought either of us would be in danger. It was more of a protective measure. It made both of us heal faster and move a bit faster."

"And I would guess increased your agility too?"

"A bit. Training does a great deal, as well as genetics. Our mother was...well my father said she moved like flowing water."

Steve smiled. "So does his little girl."

She looked away, a soft smile on her face. "I try." She looked back to him. "Does it bother you that I have the serum?"

"No, why would it? That was what, 1994? I was lost in the North Atlantic. I know Natasha has a form of it and they must have given Bucky some kind of it when they had him back in 43 and then after. I'm glad it helps you. That's what Dr. Erskine meant for it, I think. To help people. Let others help people."

"Yeah, it does." She took another drink, leaning against the kitchen counter. "Anything come of your time away? Any news?"

He looked down at the counter, absently drawing circles with the condensation from his water. "No, not really. As far as we can tell, Doom hasn't left the borders of his nation. If he has Hydra contact, we couldn't find it. Coulson's looking into the chance that Pierce might have done a backroom deal with Doom before SHIELD fell."

"What if he just took advantage of what he could find at the castle? I mean, the SSR was good in how they dealt with dangerous materials and 084s, but someone like Schmitt would have had secret rooms, little hideaway spots for just such an occasion."

Steve nodded, thinking of the madman and his final moments. At least what he hoped were his final moments. What if the Tesseract hadn't killed him but had transported him somewhere just like it had brought Loki and the Chitari to Earth? Could Schmitt still be alive somewhere?

He jumped a little when a small hand covered his own. "Earth to Steve. You in there?"

He nodded, clearing his throat and taking a drink. "Sorry, just thinking."

"About Schmitt?"

"Yeah. Hoping that he didn't manage to luck out like I did. I honestly don't know what the Tesseract did to him." 

"And you're afraid that he could be out there somewhere?"

He nodded, embarrassed. 70 years later and that maniac was still affecting his life.

"I would be too, to be honest. From everything I learned about him when I was growing up, he was utterly insane. The kind of insane that can cause a lot of hurt. But you know what? Doesn't matter if he was still alive. He wouldn't accomplish anything or even get near you. The Avengers would kick his ass. And I'd be right alongside them getting in a few hits."

Steve smiled a little. "Maybe get the Hulk to put another crater in the floor of Tony's penthouse?"

Holly giggled. When the Hulk had literally smashed Loki into the floor, Tony had had the spot covered with plexiglass instead of fixed and placed a plaque reading "Loki Slept Here". Part of it, Steve was sure, was to remind Bruce that while the Hulk could be dangerous, he could also do a lot of good. It was something Bruce had to be reminded of quite a bit.

"I'm sorry I was gone for so long. Natasha accused me of avoiding you out of guilt for you being hurt in Bavaria."

Holly raised a brow. "And?"

He shook his head. "No, I wasn't avoiding you. Did I feel bad you got hurt? Yes. But I wanted to track down Doom so he could pay for that. I don't want him to have that kind of power over anyone."

"I understand. If it helps, I didn't feel avoided. Of course I wasn't exactly exciting to be around until Bruce started letting me do more."

"I doubt that. You are a better conversationalist than most people these days it seems." He gave her a shy smile. "I mean, everyone seems to care more about their phones and texting than talking anymore." He paused and sheepishly added, "I'm sorry I wasn't here, to help you with being back in NY."

She shook her head, leaning against the counter. "It's alright. It was difficult at first and I had the windows blacked out for a while but I can look out there now. It's not like I ever have to leave the Tower anyway."

His heart sank. She still wasn't dealing with it. "Not even once?"

"No." She turned away, moving back toward the refrigerator. "Are you hungry?"

"Holly." He followed her, knowing she was deflecting the question. She'd made herself a prisoner of the past in Avengers Tower and that didn't sit right with him. He didn't have the chance to know her father but something told him that the last thing the man would want was for his daughter to be emotionally unable to step out into the city that was her home. He had a feeling that with a such a brave personality, she was at war with herself for the inability to do something so simple because of the pain and memory it brought back.

"No. Don't Holly me." She said, opening the fridge and rooting through it. "I never planned on coming back here but being here doesn't mean I have to go out there. As soon as I can, I'm going to leave."

"And is that what your father would want?" He braced himself for her reaction.

She whirled, her black hair fanning out around her. "He didn't want to die in a fucking terrorist attack, I know that! I know he would have liked for his son to reach 40! I know he would have wanted to take down SHIELD himself than to let Hydra infiltrate! I know what my father wanted! You never even knew him!"

She was near yelling and he held his hands up. He'd had a feeling that this would be a sore spot for her and had been more than ready to get a sock in the jaw for it. "Holly, I'm just saying that hiding here isn't helping. Your pain isn't going to get any better until you face this. Dum Dum wouldn't have let you hide, you know that, don't you?"

She looked down at the counter, breathing through her nose to calm herself. "No. He would have thrown me over his shoulder and dragged me out. Black belts be damned."

"That's right." He took a risk to his own physical wellbeing and reached out, touching her hand, resting on the bar. "We can do it together. Let me help you with this, since I wasn't much of a friend the last few weeks. Please?"

After a long moment she let out a sigh. "Fine. Not today though, alright?"

"When you are ready."


	13. Chapter 13

**Steve POV**

Taking a deep breath, her emotions under control, Holly looked up. "I should show you around my apartment I guess."

"A tour would be great. I see that Stark had each apartment done differently. Yours has a lot in common with Clint and Natasha's."

She grinned evilly, her eyes lighting up. And even with that mischievous look, seeing the light return to her eyes did wonders for his spirit. "Aww, did all the weapons scare you?"

"To be honest, considering I didn't know exactly the reception I would get, they did a little. I'm going to be apologizing for a while, I hope you know that."

"Figured as much." She walked around the counter and headed on a counterclockwise direction. "Tony knows I like wide open spaces and natural light, especially in terms of a fight, so my apartment is more of a loft. He brought a lot of this from my house in California. She stopped in front of a large portion of wall that was covered in framed pictures.

"Mine is similar. I like open space." He murmured, taking in the wall of memories.

Steve moved closer and saw he was looking at a near biography of Holly's life. Her father and Dum Dum in their uniforms, her mother in Native American garb. Her parents' wedding photo, a small baby boy in her father's lap. One of her father, Howard and their sons. There was a picture of her whole family, parents, Dum Dum and her brother when she was a toddler. It was strange to see Dum Dum as an old man.

There was one of her father shaking Fury's hand, perhaps when he retired as Director. Another of Stark with a huge grin, holding her as a baby. Steve theorized that this had to have been close to the time that Howard and his wife were killed. One that made him smile was that of Holly around 8 or so dressed as a Capette, albeit with her own little shield, Dum Dum proudly standing at her side, a cane another with her wearing Dum Dum's bowler, making an exaggerated serious look while her uncle laughed in the background.

Framed near these pictures was the infamous bowler itself and he didn't stop himself from putting his fingers to the glass out of respect. Dum Dum could be a pain in the ass most of the time, but he was a good man to have at your side. The man had saved him more than once, that was for sure.

He saw pictures of her taken while she was fighting, of her holding up her SHIELD identification proudly and another standing beside Coulson. He saw her with Maria Hill and Agent May, the three being rarely silly, posed as Charlie's Angels, something Steve was proud he recognized. "I like this one."

Holly grinned. "I still can't believe I got them to pose. We called ourselves Coulson's Angels. I think he has it in his wallet. He was tickled, not that he showed it."

"Stark said you had a very hard time when we all thought we lost him." Steve watched her face.

She looked down at another picture that showed a younger Coulson looking a bit more relaxed with his arm around a formally dressed Holly, around age 15. "I've known him nearly my whole life. He's family. After losing Daddy and Eddie, he stepped up in a major way. I was 19 and was a full fledged agent and legally an adult, but I'd always had them. The one constant in the hectic life of a SHIELD operative. I was lost, I still feel lost at times, without them. This was from an undercover I was doing at a high school in St. Louis. There was a father daughter dance and my dad would have stood out for his age and Eddie looked too young, so he sent in Coulson." She pointed to another picture taken while they were dancing, the normally stoic Coulson with a smile on his face as Holly was in mid twirl.

Among pictures of her father and brother were pictures of her from performances at Julliard, in various outfits, some in mid performance. He'd have to ask her if she minded if he watched some of the recorded performances Stark had mentioned while they'd been sitting by her bedside back at the SHIELD base in France. He was curious to see more of this entertainer side of her now that he'd seen her fight and teach. When did she ever get the time to learn to do all of this?

One surprised him, because it showed Holly mid-performance with 5 other women in rather risque costumes for his 1940s sensibilities and one of them he recognized. A much younger Natasha with long blonde hair. "What is this from?"

"It's from a musical called Chicago. I only played a minor character in that one and this was the big number for me. We needed someone who could speak either Polish or Russian and do ballet. So I brought in my friend Natalie." She smiled at it. "Tony didn't even realize that he'd actually seen Natasha before until last year sometime. I'll have to show it to you, no one would expect such a emotional and subdued performance from the infamous Black Widow. It was one of the more fun undercovers she got to do. It might have been the first time she used the name Natalie Rushman, I'd have to ask her."

Nodding, Steve looked at another picture, one of a slightly older Holly, looking a bit battered asleep next to an equally battered looking Natasha, her hair back to red, both still in their dirty torn costumes, on a tiny couch. Natasha was leaning against Holly who had her head on the Russian's shoulder. He pointed to it. "Who was brave enough to take this one?"

Holly laughed. "That would be Clint. This was taken in Beirut, I think. He has the original copy and he wrote on the bottom in permanent marker, My Girls. He has it framed in their apartment. Nat won't admit it, but I think she likes it."

Steve laughed. "I guess he would be the only one that would get away with doing that."

He paused as he saw part of the wall was dedicated to Peggy. She had also taken a proud picture with Holly as a Capette, dressed in her old uniform from during the war, the only difference being her hair, a few lines and the presence of a cane. Her eyes were bright and proud though and he smiled. There was no doubt in his mind that Peggy had been an excellent psuedo mother for Holly. "I'm glad Peggy had the chance to be a mother. She loves you a great deal. I visited her, in DC and she gave me the silent treatment for a long time for leaving you while you were recovering. I'm sorry, again, by the way."

"Lucky for you she's 101, otherwise she might have decked you. But yeah, she was the best mom. It wasn't easy, I'm sure. But she and my mother were friends for a long time." She pointed to a picture of Peggy standing side by side with a beautiful ebony haired woman, ironically dressed in a black catsuit. "It was her way of honoring my mother and helping my dad. He didn't take my mother's death well, as would be expected. And I guess it was her way of dealing with the loss of her friend too."

"Her uniform looks like Natasha's."

A nod. "Actually, it is. Not the exact one, a replica, but Nat took it over at my dad's request." She turned to him to explain. "Nat was on a totally different mission when she found out through a contact that the Red Room agent who had made her life hell and had killed my mother was nearby. It was her first solo mission for SHIELD and she went off the grid for 3 days to hunt her down." She paused, looking at the wall. "Ironically, Nat is a lot like my mom and I think my dad saw that. See, my mom was working with the Aboriginal Resistance Movement when she met my father." She explained when she saw the confused look on Steve's face. "It was like the IRA for Natives. She was very proud of being Lakota and got a bit extreme about it when she was young. And by met my father I should say when he and a team of SHIELD agents broke into where they were keeping their weapon stockpile. He always joked that she had him at the first roundhouse kick to his face."

"And like Clint, your father brought her into SHIELD instead of what he was told?"

Holly grinned. "That's the thing, my dad was director at the time, this was around 1961. Peggy had just stepped down. He gave the orders and occasionally would go on missions, just like Peggy did. Dum Dum was furious at first, but my dad was always the thinker of the family. And he was right about her. Just like Clint was about Nat."

She had them move on, showing off the weapons, her music area and then bringing him over to what she called her office. It was an alcove created out of bookshelves surrounding a large desk covered in more books and papers. He moved to look at the books on the shelves, noting three had her listed as the author and stopped when he saw a book titled Captain America: Legend & History.

Curious, he picked it off the shelf, the cover being one of him taken in his old uniform with the Commandos surrounding him, including Peggy. He couldn't remember where they had posed for that. Then he saw the author, Dr Holly Dugan, PhD. He looked up to see her watching him intently. "You wrote a book about me?"

 **Holly POV**

She nodded before speaking, feeling a slight blush to her cheeks. "I figured that thanks to Dum Dum, Peggy and the other Commandos, I was the only one who really could and do it justice. To show that you were a real man and you hadn't fought alone. That you were more than just some publicity gimmick or hero in a radio drama for kids. For a long time, there were people who thought that you had just been an actor and that your strength shown during the War Bonds Tour was just a trick." Her hands waved in a slightly nervous manner. It wasn't everyday you had to explain to someone that you wrote a book about their life. "It was partly Coulson's idea, he helped with a good amount of it."

He looked back at the book and opened it, stopping at the dedication page.

For Dad and Eddie, who honored Captain America's legacy on September 11, 2001

For Peggy, Dum Dum and the Howling Commandos, Wahoo!

For James "Bucky" Barnes who gave the last full measure for not just for his nation but for his fellow man.

For Steve Rogers who is still out there somewhere.

He looked up at her. His eyes were bright and honest. "Thank you for recognizing them and not just me."

"You can have that if you want, I'm curious as to what I got wrong. My publisher was pushing me to do another edition since you've been found." Pushing was a very light term. More like harassing but well intentioned. Mostly. It probably would have been worse if her publisher didn't know Holly's past given that he'd been an analyst for SHIELD before retiring.

"Do you want to do one?"

His curiosity surprised her, but then again, he probably didn't truly realize the way the media had all but taken over the world since his time. She knew that he understood the internet and such, but the scale of it was probably still a bit baffling. "I don't know. Maybe. After we find Bucky, then I can include him."

His eyes softened. "We?"

"How many times do I have to tell you, Cap? Commandos are family." She paused and smirked. "Plus he could tell me some really embarrassing stories to include."


	14. Chapter 14

**Holly POV**

"Hey kiddo. Whatcha workin' on?"

Holly looked up from her desk to see Tony lounging against her apartment door which she felt no real need to lock. She trusted everyone who had access to the residence floors. Besides the fact that Jarvis could easily bar entrance for anyone in case she was asleep or showering. "Hey Tony. Just some stuff for my class. Little shits think I'm going to let them coast because I'm on the other side of the nation."

He chuckled. "Stupid kids." He stepped inside, absently looking around, seeing how she decorated. "I like what you've done with the place. Do you like it?"

"It's very nice, thank you. I like all the light and open space."

"Pepper mentioned that you don't black out your windows anymore."

She put down her pen and shrugged, turning to look out at the lights of the city briefly before turning back to her guest. "Yeah. Took a couple weeks." She paused and looked up at her billionaire pseudo brother. "Tony, what's going on?"

"Why does something have to be going on? I just wanted to come down and see you. See how you are settling in."

There it was. "Settling in? Tony, are you trying to find out if I plan on staying?"

He sat down in the armchair near her desk in a slump and shrugged. "Maybe."

She sighed. "Tony, I have a life out in California."

"No, you have classes you teach and a house near the beach. That's not living Holly. You know how well I know you kid. The last few weeks, even with you getting hurt, have been the first real glimpses of the Holly I used to know before when I didn't know what you did and stuff." He waved his hand. "You know what I mean. You aren't unhappy here."

"No, I'm not."

"And with Capsicle's return? Couldn't help but notice you didn't slug him. Bit unfair." Of course he would have to bring up the fact that when he'd returned from his captivity in Afghanistan, she'd been waiting at his house in Santa Monica. And promptly backhanded him, screamed at him for being such a moron and breaking down because he had been all she had left of her family and she thought she'd lost him. Maria had shown up at her house in LA and brought up Coulsen and then told her he was alive but didn't know he'd actually died and then he'd been standing there in her living room. She'd reacted close to the same as she had with Tony's return.

She pursed her lips. "You were presumed dead in Afghanistan for 3 months and Coulson was reported dead for longer. You both deserved it. Steve just...needed time. We talked, he apologized 15 times, it's alright."

Tony raised an eyebrow. "Just alright?"

"For now. It's not a huge deal. He just has guilt issues, blaming himself for things outside of his control."

"That doesn't sound familiar at all."

She smirked. "Nope, not at all."

"Do me a favor? Consider staying? The Tower's felt more like a real home or something with you here. Pep's commented on it more than once, so has Jarvis. And I like having you around where I can keep an eye on you."

She rolled her eyes and he laughed.

"Wanna take a break, go down to the theater, watch a movie?"

"Yeah, that sounds good." She put away the few papers she was working on and carefully stood up, very aware of Tony watching her for any sign of pain or discomfort. "I'm fine, Tony. Just taking it easy."

"Alright, alright." He stood himself, waving his hands. He took a few steps over to her photo wall, looking at the older pictures which featured him more than once. "Wow, I forgot how handsome I was for a second there."

She rolled her eyes, yet again, laughing. "That I doubt." She noticed he was focused on the picture of himself and her brother both holding her hands and lifting her toddler self into the air. She slipped her hand into his. "What are you thinking, Ony?"

A sigh. "How much I miss him. And Liam." He looked down at her. "I haven't really handled things all that well in the last 14 years, have I?"

"You had a few hiccups. So did I. You hid in a bottle, I ran to the other side of the country. But you found your way, I knew you would with time."

"Your dad would have been so disappointed in me." Tony softly admitted, showing a side of himself that she was sure only she and Pepper saw. And Jarvis, of course.

"Bullshit." Holly reached up and took Tony's face in both her hands. "Listen to me. Daddy would never be disappointed in you. Ever. Neither would Eddie. You hit a rough patch, that's all. Look at all you've done even with that rough patch. More than most people are able to do in their entire lives on their very best day. You saved the fucking planet Tony. You sacrificed yourself to save Manhattan. To save New Yorkers. Just like they did."

She could see his jaw clench and she quietly waited. Tony wasn't very good about addressing feelings. Howard wasn't exactly the sit and chat kind of father. His hand reached up and rested over hers. "I could never be half the men they were."

"No one expects you to be them, Tony. Be yourself." She moved her free hand and rested it over his arc reactor. "This is the real you shining through. You've always been my hero, now the rest of the world gets to see what I've always known."

She got a weak smile before he simply pulled her into his arms, wrapping her up tight in his. She returned the hug with equal strength.

* * *

Holly struggled slightly with her jacket as she walked with Steve through the main living area, heading for the elevators down to the ground floor. The Tower was designed in such a way where no one could go directly to the personal quarters of anyone living there without going through several security checkpoints and being forced to take more than one elevator. They didn't want to take any risks, especially considering most of them had created enemies over the years who'd think nothing of attacking them at home.

She'd been hoping they could make it through without running into anyone, but unfortunately, Pepper and Tony had chosen to relax on the sofa there to watch television rather than in their quarters.

"Hey, are you two going out?" Pepper asked, sounding only sightly incredulous. Everyone knew about Holly not leaving the Tower and why. None of them pushed her about it. Not even Tony. And he was the guy who regularly would jump out and try to scare Bruce to see if he would Hulk out.

She nodded nervously, the stubborn jacket finally on. Why was she trembling? Even when she was on her toughest assignments as a teenager with SHIELD, she hadn't felt this much anxiety and trepidation. "Yeah. Today's the day. I think. Haven't exactly thought that far ahead. Kind of hoping that's the trick to it."

"Rogers, don't push her to do anything she doesn't want to do." Stark spoke up, his eyes focused on her with intensity usually only seen when he was in his Playroom. "Sparky, are you sure you're ready?"

Another quick nod. "Yeah. Steve's right. Keeping myself locked up in the Tower isn't what Daddy would want." She took a deep breath. If they didn't leave now she would end up running back to her apartment and barricading the door. Her heart was pounding. Is this how Steve had felt when they were walking into Castle Kaufmann? "I'll be okay. Steve will be with me."

 **Steve POV**

Steve looked down at her when she stopped after a few steps out of the Tower doors. He'd parked his favorite motorcycle in the protected area before the public area outside the Tower. She had her eyes closed and he could see her chin just barely wobbling. "Holly?" He was hoping she wasn't about to do a runner right back into the Tower. He wouldn't stop her but he knew that she'd beat herself up for not managing to get more than a few feet outside.

Her eyes opened and she gave him a weak smile with eyes beginning to water. "First time I've smelled NY air in 13 years."

He gave her the time she needed before walking with her over to the bike, his hand on her shoulder in support. Before letting go of the helmet he handed her, he asked an important question. "Promise me you won't ride with your eyes closed?"

"As long as you don't."

That made him smile and he was rewarded with a small one back as she slipped on the black helmet. So far so good.

* * *

"Holly, we don't have to go any farther than just sitting here on the bike. You don't need to do this today." Steve hadn't planned on taking her right to what was formerly Ground Zero but was now One World Trade Center and the Memorial. But when he asked where she wanted to go through the speakers in the helmet, that's what she replied with, in a small voice that didn't sound like her at all. It was amazing what had been done on the spot of so much horror, the towering spire before them a thing of beauty that stood out in the city as a sign of strength and memory.

She stood on the sidewalk, close enough to touch, looking small and alone. Her face was pale and drawn. He was almost worried she might pass out from the strain she was putting herself under. He wasn't sure he'd quite realized what a trauma she'd undergone when her father and brother were killed so brutally and so suddenly along with so many other New Yorkers. Her home and her family and her work had been violated. No wonder she'd stayed out of the city. "No. I need to do this. I can do this. It's just...it's just...give me a minute."

He nodded silently, hoping he wouldn't be recognized by any of the people walking by them. She'd been there with him in dealing with returning to Castle Kaufmann, he would be here for her. She'd pushed back dealing with what happened so often and so deeply that now it was tearing her apart. He might be a simple man who'd done extraordinary things but that much was plain.

She took a deep shaky breath before she turned to him. Her face was paler than he'd ever seen it and she looked like she was on the brink of panicking or worse. He prepared himself to catch her if she passed out. "I think I'm ready."

"Alright." He stood from the bike and took her outstretched and trembling hand with his. "I'm right here with you. One step at a time." He gave her hand a squeeze. "You are doing so well, Holly."

She nodded, shakily up at him before looking forward where the Memorial was only yards away. With a deep breath, she led the way to the place she'd never been able to make herself go to before.

* * *

The symbolism of the open square within the fountain of the Memorial wasn't lost on Steve as they stood near the plaque that had a list of too many names of those lost that fateful day. He'd been told that the 30 SHIELD agents lost were included, though few people knew their true occupation. Holly had been silent as a stone, staring at the fountain before moving to look at the plaque. Shaking fingers reached out and touched it where it read "Liam Dugan" and "Edward Dugan". His heart broke as silent tears finally escaped, coursing down her cheeks unchecked. Her eyes blinked and she moved to touch a few other names nearby, fellow SHIELD agents lost that day.

After she dropped her hand, her head bowed and he heard a great wrenching sob of grief that led him to only one course of action. He moved swiftly, kneeling so he wasn't towering over her and pulled her into his arms. She didn't fight the hug and cried on his shoulder, her small hands gripping tightly at his shirt. He hated that he was part of the reason she was crying that day, that he'd pushed her into finally leaving the Tower, but he knew deep down that she needed this. It was cathartic. He held her tightly and silently hoped that Dum Dum's brother would approve of him trying to comfort his little girl. He cupped the back of her head with one hand, not knowing if there were any words that would comfort her right then.

Long minutes passed before she moved back, quietly wiping at her face and sniffling a little. He stood back up and pulled out the handkerchief he always carried and she murmured a small thank you before making use of it. "I'm sorry. I'm a mess." She said softly, avoiding his eyes.

"Hey." He nudged her chin with his fingertips, to make her look at him. Her pale blue eyes, so familiar to him because of her uncle were wide and open. No hiding, no pretending right then. If he was a poet, he wagered he was seeing her soul in that moment. There was such pain but also great strength. It was sadly beautiful and something he was sure he'd never forget. "There's no I'm sorry's today. You don't ever have to apologize to me for mourning your family or the friends you lost that day." He took the chance and tucked a stray few strands of hair behind her ear, her head slightly tilting toward his hand. "You needed this. Did it help?"

She opened her eyes again and though they were a little red, they weren't as pained. "Yeah. I think so. Even though they were sent here on purpose...they did help people. And I don't know what happens...when we die, but I know that somewhere out there, they are still with me somehow. They would want me to remember the good."

He gave her a smile of encouragement. She had to be one of the bravest women he'd ever met. Of course, she would have to be, having been partly raised by Peggy. "Do you want to go somewhere else now?"

"Yeah, please. I don't care where. Just not here."

 **Holly POV**

She closed her eyes as she walked with her feet sinking into the sand, the roar of the ocean and her own thoughts the only sounds with the occasional sea gull. Her house in California was right near the beach but the ocean had never sounded right. The Pacific was beautiful and warm but she would always be an East Coast girl. The Atlantic knew her. It knew the man beside her, her arm tucked through his as they walked along the beach, the day too overcast for many swimmers or sun worshippers. She opened her eyes and watched the antics of two seagulls as they fought over a piece of bread.

There was a gentle squeeze to her arm and she looked up to see Steve looking down at her with caring concerned eyes. What made her lucky enough to have a friend like him that would care this much about her? She'd only passively admit to having a touch of a crush on the man, seeing exactly what Peggy saw even before the serum. "You okay?" He asked softly, the sea air playing through his hair.

A nod and a squeeze to his well muscled arm. "Yeah. I'm okay. I was thinking how I've always preferred the Atlantic. The Pacific doesn't sound right."

"It's funny how it seems to be timeless, the ocean. I understand that it's not really the same ocean from 70 years ago but it feels the same."

"Does it bother you, to be near it?"

He looked a little confused and then made the connection. "No. I don't remember all that much about when I crashed the plane. Just the white of the snow coming closer and the cold coming in through the broken cockpit glass. I must have gotten knocked out and was frozen. I don't really know."

They were quiet again, both of them lost in their thoughts and letting the ocean and seagulls do the conversing. "Thank you, for being with me today. For making me face it all."

"You would have done it yourself with time. I'm glad I was here to support you." He paused. "Is your family buried in the main Queens cemetary? Do you want to go there?"

She looked up at him confused. "No. I mean, they aren't there. Dad and Eddie honestly aren't anywhere, their remains were never found but only my grandparents are buried in Queens. I'd have to research to figure outwhere considering they both died before 1940. Dad, Eddie, my mother and Dum Dum are all at Arlington National Cemetary."

Steve was confused and apparently his face showed it.

"Eddie was Special Forces, technically, on top of being a SHIELD agent. My mother was in the army, a bit ironic considering she was Lakota."

"Oh. I didn't know. I've only read your file."

She nodded. "Yeah. I figured. Find anything interesting besides that tidbit about the serum?" Part of her wondered what he thought about the various missions she'd been on or the number of people she'd either killed personally or assisted in killing.

"Lots, actually. I didn't realize you were in the army as well."

"Yeah, arranged through SHIELD of course. I wanted to be like Aunt Peggy."

"You are, honestly. I mean, you look nothing alike, of course but her strength, the no nonsense attitude. And the temper, you have the same expression as she did when she tested my shield by shooting at me without warning."

Holly laughed, no doubt having heard the story from the other point of view. "Do you see why she was angry about you staying away and feeling guilty over Bavaria?"

"Yeah I know. Is that where you get your infamous right hook from then?"

Holly grinned, feeling a bit of the weight and anxiety of the day drift away. "Tony's been telling stories again! He's still never let me forget that welcome home right hook. Asshole deserved it, if you ask me. Coulson too."

"How come I didn't get one?"

She chuckled, the first genuine laugh she'd felt all day. "Because I know you weren't really trying to avoid me or anything. It'd be like punching a puppy besides. Plus, I figure with the serum, you'd probably break my hand. At least fracture something."

"Punching a puppy? Thanks." He rolled his eyes. "You could break your hand on anyone's jaw if you hit them wrong. You think the serum would make it different with me?"

"Potentially. I'd rather not find out. Broken bones, serum or not, suck."

He laughed.

* * *

They got back to the Tower late, enjoying their time together talking about the city they both knew, just from different eras. Steve had blushed nearly to his ears when she teased him for sounding like Dum Dum as he pointed out where things used to be when he was a kid as they took his motorcycle on a drive through the major areas of the city.

She'd just managed to get her jacket off as they walked through the common area when Tony's head popped up and then the rest of him came tumbling over the sofa, stumbling over to her on sleepy feet. The only light coming from the guide lights on the floor and his arc reactor."Hey! Where the hell have you been? It's been hours! I was this close to going out in the suit looking for you!"

Aww. Tony had been worried. "Sorry Dad. Didn't know I had a curfew. We met some really nice meth dealers and then I tried out for a porno. Maybe two, time flies during those auditions. They said they called when they decided but they gave us free lube for waiting. That's all."

"Jesus Krispies, shut up! Ahh!" He cried, trying to cover her mouth with his hand only to get a nip from her teeth. "Dammit, I forgot you've always been a biter!"

She grinned and turned to Steve who looked most amused by the play by play, absently covering the smile he was fighting with his hand. "When I was teething, I apparently used Tony as a teething ring."

"Not just then either. Little vicious vampire!" He rolled his eyes and put his hands on her shoulders. "Hey, serious here. You okay?"

She gave him a smile. "I'm alright, Ony. Promise."

"Where'd you go?"

"Well...we went...there and then down to Rockaway and then all over really."

Tony blinked in apparent shock. He hadn't expected them to go to where the Towers had been just like Steve had been. It was obvious that it wasn't exactly a place someone would go to first when going out into the city for the first time in so many years. "You did?"

"Yeah. It's really nice, what they did for everyone with the Memorial." She leaned up and kissed him on the cheek. "I know you helped pay for most of it, thank you."

"I had to do something."

"You've done a lot. Daddy would be real proud of you." She said with a quiet confidence. "Thank you for making me stay here too. I don't know if I ever would have come back to NY otherwise."

Tony hugged her tight, pressing his lips to her forehead. "Hey, someone's gotta keep an eye on you. Sounds like you had a successful day. Might want to head up to Pepper's office. She refused to go to bed until you guys came back."

Holly sighed and shook her head as Tony let go of her. "Does she ever not worry?"

"Nope."

She shrugged and turned to Steve. "Thank you, for today. Couldn't have done it without you. Good night." She leaned up and gave him a peck on the cheek before dashing off for the elevator that would take her up to Pepper's office near the top floor of the Tower.


	15. Chapter 15

**Holly POV**

After her outing with Steve into the city, it took a couple days for Holly to go back out into the city. Emotionally she just needed a rest before going out again. Nat and Clint had been on a little side mission for Coulson so they didn't find out until the next day. This didn't stop them from nonchalantly just entering her apartment and waking her up and demanding answers and showing concern.

"Just don't tell me you did it because of Rogers batting his eyelashes at you." Clint said, just plopping down on the bed next to her while Natasha took a seat on her other side, leaning against the foot of the bed. "Just tell me that much."

She rolled her eyes and flipped him off. "Fuck you."

Natasha smiled. "Now this is getting interesting."

Holly sighed and sat up, looking at her two old friends. "Since you apparently don't seem to care that I was sleeping, what do you want to know?"

"Mostly if you're okay. Pepper told us when we got back about you going out with Cap yesterday. Did you really go to Ground Zero?"

"It's not Ground Zero anymore, Clint. It's...it's nice. What they did there."

The archer looked at her with those eyes that saw more than most and took her hand. "Hey, this is us, Hot Lips. What made you go there?"

"I had to. It was like this...I don't know. Weight. I wasn't going to be able to stay here if I didn't just...go." She sighed. "I don't know what I expected. I was...scared."

Natasha's brow furrowed. "You? Scared? Of what?"

She shrugged. "I don't know. I mean, we know there's more to this world than we can see. I mean, fuck, I can move things with my damned mind. We know people who can read minds and walk through walls and come from other planets." She fidgeted and played with Clint's rough fingers, her foot absently tapping against Natasha's leg. "I was afraid I'd...feel them there. Or I wouldn't feel anything. It's stupid."

"No, it's not." Natasha said, stretching her legs out and tapping Holly back with her own foot. "We all have our ghosts, real or imagined. All of us."

She nodded, giving Natasha a tap back. "Yeah. I know."

"How do you feel about it now?" Clint asked, curiousity in his tone.

"Better. They might have been sent in there to die, but they saved lives. That's all they ever wanted to do. What SHIELD was meant to be, you know? I miss them, all of them, but I haven't been honoring them by hiding away in California. Sure, I haven't been a little church mouse or anything but I could have been doing so much more."

"Maybe you needed that time, Holly. Besides, being a teacher isn't a waste." Natasha said.

"Yeah." She shrugged. "Speaking of, I've got a lot of work to do today before I do another hololecture."

"Let's get some food then, Professor." Clint teased, moving off the bed and not letting go of her hand so she was forced to go with him. "Do the thing?"

She sighed. "I haven't even been awake 10 minutes."

"Please?"

"Fine."

Clint grinned before jumping backwards off the elevated bed area, only to float midair thanks to Holly's ability. "I wouldn't have minded this during the fight against the Chitari. I had to use a grappling arrow and crash through a damn window when they blew up the roof I was on." He grinned as she fake dropped him more than once before letting him float right to the floor.

Holly somersaulted off and landed next to Clint just as Natasha landed on his other side. "Yeah because my life's work is to just float your fat ass around."

"My ass is not fat! I have a nice ass!" He defended, getting up and posing to make his butt stick out. "Come on, it's nice!"

Natasha looked at Holly with a smirk. " You know, Rogers' has a nice one, for an old man."

Holly giggled. "True. Thor's got a cute butt too."

"Hey! My ass is SO much better than alien or old man ass! Come on! Both of them are cheating anyway!"

Neither woman said anything and just headed for the kitchenette to get something to eat.

"Oh come on!"

 **Pepper POV**

"Welcome home, Miss Potts." Jarvis' soothing voice greeted her as she stepped into the elevator from the underground parking area. Happy had insisted she not wait for him and she'd gone straight to the express elevator. There was a major need for a bubble bath and a glass of wine. Maybe a bottle.

"Thank you Jarvis. How are you?"

"I am performing at peak efficency. How was your day?"

"Frustrating but thankfully over. I'm guessing nothing major happened here or I would have saw it on the news."

"No, the day has been a quiet one. Shall I fill you in on events?"

Pepper felt she had a special relationship with Jarvis since they both worked tirelessly to try and protect Tony from himself as well as to encourage him when the spectre of his father or his own anxieties from the last few years began to overwhelm him. Jarvis knew enough to inform her on what was going on in the tower without invading anyone's privacy. The AI knew enough to "leave" a room when complete privacy was expected.

"Yes Jarvis, please do. And can you begin a bath in the penthouse for me?"

"Of course, it has already begun." He paused. "Sir has spent a good portion of his day with Dr. Banner in the Playroom. Work has been more theoretical than practical and sir only tried to tempt the Hulk into appearing three times."

"Only three? Tony must be distracted." Pepper quipped. That and Bruce was getting used to Tony's antics. "Continue please."

"Also experiencing frustration with work, Sir and Dr. Banner went out to lunch with Holly and Captain Rogers at a bistro near Central Park."

"Oh that's nice. Were there any issues?" They were all becoming more recognizable and she worried about Bruce and Steve, neither one particularly in favor of massive attention.

"No, there were not. Sir returned alone to the Tower while Dr. Banner, the Captain and Holly decided to spend the afternoon at the Metropolitian Museum."

Pepper smiled. "Oh that's nice! I'm so glad to hear that. Bruce spends much too much time cooped up in this tower."

"I agree. And it is good for Holly to also spend time out in the city, yes?"

"Yes Jarvis. She's been doing so well after finally going out a few weeks ago with Steve."

"Captain Rogers is rather protective of Holly. I find this acceptable as I know you do as well but Sir seems to be wary of it. Does he not trust Captain Rogers?"

Pepper shook her head as the elevator opened and she stepped out into the penthouse, the sunset over the city beautiful from such a high vantage point. "He trusts him Jarvis but when it comes to Holly, I don't think Tony trusts anyone except maybe Peggy."

"That assessment seems accurate. Do you believe Holly will stay here now that she is able to go into the city without issue?"

Stepping into the oppulent bathroom, Pepper breathed in the smell of the lavender bubble bath that was automatically dispensed into the bath as it was drawn. Perfect. Stepping back out into the kitchen area, she picked out a bottle of wine and poured a healthy glass before toeing off her shoes and heading back for the bathroom. "I certainly hope so. It's nice to have her here. I think Natasha made a good call in finally introducing Holly and Steve to each other."

"Agreed. They have been positive influences on each other."

 **Steve POV**

Steve found himself actually enjoying the 21st century a bit more now that he was living in the Tower with his fellow Avengers. Sure, there was the occasional mission and he hadn't stopped looking for Bucky, but there was a good amount of downtime, something he hadn't dared to allow himself after he was thawed. He'd been afraid of his own thoughts, of actually forcing himself to deal with being anachronism with nothing familiar to ground him. But it was different now. He'd made friends. Real good ones who didn't care about him being a Super Soldier or being in his 90s, though they all teased him for it.

Pepper was a soothing influence, somehow able to deal with Stark and his inability to not be blunt to the point of rudeness. She showed patience, as did Banner, ironically. Each day the scientist would teach him something new about science and not get frustrated when Steve didn't quite understand it right away. Coulson had become a good friend, having moved on a bit from what Holly had called his fanboy reaction to Steve. He was always willing to listen to an "old" war story.

Holly was something else and he wondered if part of the reason they got along so well was that at times, she reminded him strongly of Peggy, like Natasha could at times. But that wasn't fair to her, she was her own woman. Barton had taken great joy in showing Steve some old SHIELD training videos that had made it to the internet when everything fell apart. One began with Maria Hill disguised as a rather ineffectual trainer, the session being one to teach a lesson to a group of new male agents who didn't have respect for women. The group had no idea what they were in for. Then Holly had come in. She'd been about 16 at the time. She was dressed like a teenager, though a bit provocatively, acting like she was just the kid of a SHIELD agent, looking for her dad. Hill left to look for him, leaving Holly at the mercy of the young male agents. Or so they thought.

It didn't take long for a few comments to be made and even some blatant advances. Rather disturbing considering how innocent and young she looked. Holly didn't break her cover until one of the agents grabbed her rear.

Holly's brother had put music to the video, a song from a Disney movie Mulan, as sung by Holly herself for her entrance video to Julliard. He watched very amused as her voice sang "I'll make a man out of you" as she wiped the floor with 8 agents in less than 2 minutes before showing her repeatedly wiping the floor with them in other training sessions. She did all of this with practiced ease.. Then at the end, Agent Hill came back in, no longer pretending to be ineffectual, followed by Agent May and Coulson, who both looked quite pleased. The agents began to complain but were cut off by Hill verbally ripping them up one side and down the other about their failure and lack of respect for women. He wondered if Peggy had ever done a similar exercise with a similar dressing down.

Barton said those particular agents would almost run in fear when they saw Holly coming down the hall, something she was very proud of. Something she had in common with Natasha.

She was more than her ability to fight and had showed as much patience as Banner and Pepper in helping him to learn new things. Just the same, she'd enjoyed teasing him about the merchandising inspired by his apparent legend and horrifying him with what women said they wanted to do to him on an internet site called Tumblr. That had led her into a giggle fit and as embarrassed as he was for some of the comments, seeing her that happy was worth it. She had read them outloud in a mock sultry tone and thankfully broke down in laughter before getting through very many.

He'd gotten to watch more of Holly's performances, both at Julliard and elsewhere. Stark hadn't been kidding when he said he hadn't missed a performance. They ranged from full musicals to individual songs, either by herself or with others, including some rehearsals and auditions. One even included Barton as the drummer in the background, part of her video application package to Julliard. He'd also played opposite to her in a version of Who's On First, which was a thrill for Steve because he recognized it immediately. Having Barton help her was to make it more plausible for him to "visit" her at school if she needed back up, establishing who he was. He was actually very good as a comedian and the pair had explained that they had previously memorized the bit to keep from being bored during long mission flights.

One performance would have never in a million years been done in his time but was actually quite entertaining in the fact that everyone had expected him to be wholly offended by it. There was a cartoon TV series about a group of foul mouthed little boys in a small town called South Park and they had done a movie musical. While Holly had been at Julliard, a group of students had pushed to have that be one of the semester big performances and had performed the musical numbers to prove it could be done. The school hadn't agreed, it being much too controversial with one of the songs being about two characters accusing each other of having sex with their uncle to say the very least.

Holly had had a bit part in it, her moment shining in the big medley number where she played the female version of a boy character who stood out in the town. She had explained it was a bit of a parody of Les Miserables and her character began the song.

Standing on a box, she stood out from the rest of the "kids", a single light focusing on her and then growing to shine on the other students.

God has smiled upon you this day

The fate of a nation in your hands!

And blessed be the children who fight with all our bravery

till only the righteous stand!

She was really hamming it up, being rather melodramatic but her voice was amazing to hear and the performance was a particular favorite of not just Stark but of Barton as well.

You see the distant flames, they bellow in the night!

You fight in all our names, for what we know is right

And when you all get shot and cannot carry on

Though you die, La Resistance lives on!

Then the other children began to sing around her while the "boys" being sent on the mission moved aside, looking at the other singing "kids" in horror and confusion as they sang about what could possibly happen to them.

You may be stabbed in the head with a dagger or sword

You may be burned to death or skinned alive or worse!

But when they torture you, you will not feel the need to run

For though you die, La Resistance lives on.

Then it was a group of mothers singing a reprisal of Blame Canada, the men, all dressed as soldiers singing about their excitement to be soldiers. Satan made an appearance about his plans for after the execution after which the two which had sung about uncle sex happily sung about their doom. The "boys" questioned their mothers' intentions, questioning why the song had become a marathon. Each part had involved lighting the one specfic group before lighting the next but after the boys, it became a huge medley, each group singing independently of each other, each with their own spotlight.

It was hard to take Holly seriously as she sang so passionately about such silly things

They may cut your dick in half and serve it to a pig

And though it hurts you'll laugh and dance a jigless jig!

But that's the way it goes

In war you are shat upon

Though you die, La Resistance lives on!

Holly explained that though the professors and the school board had chosen not to do a stage version of the South Park movie, it was what made them finally choose to do a comedy, namely The Producers. She had tried out for a small part, namely the insane former Nazi who had written the horrible play Springtime for Hitler that the main characters wanted to put on Broadway so they could steal the money and go to Rio when it failed. She'd done well, able to do a very good German accent as well as pronounce the German in the song accurately while dancing. She'd done so well that she'd gotten the lead, normally a male role, made female by making Max, Maxine.

He remembered how hesitant Holly had been to have him watch The Producers, given that it included Nazis, even in parody form. He'd loved it, getting the giggles out of the young man who'd played a flaming gay actor playing Hitler, singing a confessional to the audience about his career. The musical would have made even Colonel Phillips laugh. Nearly everyone had gathered in Stark's theater to watch the recording, everyone laughing when Holly admitted that she modeled the egotism in her performance after Tony.


	16. Chapter 16

**Steve POV**

Steve walked into the common kitchen and was immediately struck with the quiet. No Stark spouting off about whatever technology he was creating or newest purchase. No Barton with razor edge one liners. No Holly chatting with Natasha.

Instead, it was Banner and Pepper, sitting quietly with cups of tea. Decaf for Banner though Steve was pretty sure a bit of caffeine wouldn't make much more difference for him as it would for himself. One thing the two men had in common thanks to the different serums was that they had very high metabolisms.

"Good morning?" He greeted with hesitancy. The mood was very subdued between the two who normally would be enjoying being able to chat without Stark constantly interrupting. "Was there a early morning mission that I wasn't apart of?"

"Morning Steve. No, there's no mission." Banner explained softly.

"Where is everyone then?"

"With Holly, in her quarters." Pepper explained. "I was about to go down myself."

Now Steve was more confused. Why was everyone in Holly's apartment and why was the mood in the room so morose? Was she sick? If she was, then Banner would be there too. Then he stopped short. "Jarvis," he addressed the AI, "what is today's date please?"

"Today is September 11th, Captain."

His heart went to his feet. "Oh. Thank you." It was the anniversary of one of the worst days not just in American history but in Holly's life. Even with all the progress she had made, finally being able to go out into the city, that particular date would always be a source of pain for her. Just like January 26th, the anniversary of when Bucky fell from the train was for him.

"Would either of you mind if I went along? I'd like to support Holly too."

Banner shook his head. "I'm not going, I'll probably head up to the lab." At Steve's confused look, he continued. "The Other Guy might not react well to seeing his Tiny Jedi upset. He's rather protective of her. And I'm a New Yorker too, I don't need to think about that day and risk The Other Guy coming out by accident."

Steve nodded. "Understandable."

"I'll make sure Holly knows you are thinking about her, Bruce. Hulk too." Pepper said as she stood up, giving the scientist a grateful weak smile as he waved away her attempt to take care of her cup.

Steve walked quietly with Pepper to the correct elevator and waited till the door closed before he asked, "How does Holly deal with today?"

"She watches the recording of the live footage to the point of the towers falling."

Steve was startled. He'd seen the horrific footage and would think that would be the last thing Holly would want to see. "My God, why?"

Pepper sighed sadly. "To remember them and exactly what happened. To punish herself for not being there. She doesn't exactly talk about it."

The doors opened and they walked toward Holly's open apartment door. "How does Stark deal?" He knew the billionaire had cared deeply for the two lost Dugans. And of course there was Barton who'd been recruited by her brother and Natasha who'd been taken under Liam Dugan's wing after she avenged his wife's murder.

"He tries just to be there for Holly if he can. Or locks himself in his lab. Usually drinking was heavily involved."

They stood at the door and looked upon a sad sight. Holly Sat with her knees up to her chin, still in her pajamas. She looked drawn and her eyes told Steve that tears had been shed. To her left was Stark, very composed, his expression closed, his hand holding hers. It reminded Steve of his immediate reaction to news of Coulson's death. Sitting on the floor, facing right was Barton, a single hand wrapped around Holly's ankle. To her right was Natasha, the former spy holding Holly's other hand, fingers intertwined.

They entered silently, no greeting seeming appropriate. Steve moved to sit on Natasha's other side, receiving a nod from both her and Barton. Pepper had moved to Stark's side, the man immediately moving so his head rested on her shoulder.

Before them were multiple screens, showing the footage from that terrible day, both professional and amateur. They had arrived in time to watch the second plane hit and the news anchor reacting in shock. From there it was a painful witnessing of the panic as people either ran or tried to help.

Steve silently hoped as he viewed the various screens, that none of the footage showed Liam or Edward with the other members of SHIELD who had gone under false orders to help. He couldn't help but notice one of the screens was just the false order sent to all agents.

A tiny whimper escaped from Holly as the first tower fell, the anchor reacting in horror, exclaiming how the tower was a place where thousands of people worked. He turned his head to see both Stark and Pepper had closed their eyes to the sight while Barton and Natasha were focused on Holly.

Her eyes were wide and wet, but no tears fell. He knew that would happen soon enough.

And it did, when the second tower collapsed in on itself, the news anchor in shock saying "Oh god, there goes the other one."

Beyond the stereo sound of the video, Steve heard Holly's voice quietly say "And then there was one." He looked to her and the tears had indeed escaped, coursing twin paths down her cheeks. But her eyes remained on the screens, watching the tower that as far as anyone could tell the Dugans had been in, come down. Steve hoped they didn't suffer and had died quickly and together.

Stark moved to rest his forehead against the side of Holly's head, his jaw tight while his arm wrapped around her from behind. Pepper rested against Stark's back, her eyes closed as she wiped away an errant tear with one hand. Natasha rested her free hand on Holly's knee while Barton silently rested his head against her legs, one hand still wrapped around her ankle, the other resting on top of Natasha's.

Steve felt almost like a voyeur to the makeshift family moment, but at the same time was glad to be there to lend his support which he did with a gentle hand on Natasha's shoulder. He wondered how Peggy dealt with the anniversary of the loss of the Dugans and too many other SHIELD agents. He didn't even know where she was living then. Was she already at her nursing home in DC or was she in NY? Who even told her about the Dugans?

Pepper turned off the footage from the screens, Jarvis replacing them with calming scenes of a mountain lake, kittens and a beach. The CEO of Stark Industries stood up and leaning over both Stark and Barton placed a sisterly kiss to Holly's crown, running her hand over her black hair before stepping out of the room. Steve couldn't help but hear a soft sniffle. He wasn't sure if Pepper had known the Dugans but anything that caused someone close to her pain was as bad as causing her pain. She had a huge heart.

Next to go was Stark, who silently tugged Holly into standing and gave her a long bear hug, murmuring quietly in her ear, but loud enough for someone with Super Soldier hearing "I love you, Sparky."

Thanks to his hearing, Steve hear her murmur the same, using her childhood mispronouncation of his name, Ony.

Stark looked stricken as he pulled away, giving Steve a nod before taking a deep breath as he left the apartment. In the last few weeks, he'd seen a different side to the billionaire and hoped he had a better understanding of why Stark was the way he was. Between Howard not being the best father in the world, to losing the man who had stepped up to be the father he needed and the brother he wanted on the same day, to say Stark had issues was to say the very least.

Then Barton, who'd moved to the couch during the hug stood as did Natasha. Steve was surprised as he watched the pair both hug Holly together for a long minute before they each kissed her cheeks and walked out, hand in hand. He was still amazed to see Natasha so affectionate with someone but wondered if it was because Holly hadn't allowed her to be distant with her? The three had a bond and it was good to see Holly had that kind of support from her old partners.

Holly stood there a moment before turning her head and seeing Steve, probably for the first time. "Oh. hi. I didn't know you were here." She wiped at her face. Her voice was small and strained, her eyes not making contact with his. She went through this every year?

"I came in with Pepper." He said softly as she sat back down. He couldn't help but think of how tiny she looked, how alone. This wasn't Holly, the agent of SHIELD or even Lady Skywalker. This was a little girl who lost her family in a single instant.

She nodded, looking at the scenes Jarvis had put up. "Thank you. They would have appreciated it. I appreciate it."

"Of course." He said moving so his arms rested against his legs. "Is there anything I can do for you today? Anything? Just name it."

She let out a shaky breath. "Not really, but thank you." She paused. "Actually, this will sound weird but, could you stay while I go shower and stuff?" Her cheeks flushed. "I don't like being alone today if I can help it."

"I won't go anywhere. You are officially stuck with me. Do you want something to eat? I can make something while you shower." He wanted to do something, anything to help her, another step after going out into the city itself.

She shook her head. "I'm alright. Thanks. I'll be right out."

 **Holly POV**

When Holly came out of the bathroom, no longer in her pajamas but in a pair of old comfortable jeans and a well worn Property of SHIELD t-shirt, she stopped short. There was Steve, setting down two plates of what looked like grilled cheese sandwiches and filling two bowls with what she guessed was tomato soup, a dishcloth over one shoulder. It was a bit shocking not just how domestic it looked but by how comfortable he was with her to just rifle her kitchen and cook despite that she said she wasn't hungry.

He looked up and gave her a soft caring smile. "Hey. Have a nice shower? The pressure here is much better than my apartment in Washington."

She shrugged. "Tony's likes to spoil himself and pretty much everyone else. I'm sure having the best water pressure was one of the first things on his list when he built the Tower. Or at least Pepper's list."

Steve nodded and waved her over. "I know you said you weren't hungry, but you should try to eat something. Your metabolism isn't quite as enhanced as mine, but I bet you can put away a fair bit. Just the same, you need to eat. Try a little, for me?" He paused. "It's Grilled Cheese Ala Rogers. My mom's recipe."

That almost made her say Aww right out loud. He was sharing something of his childhood with her? "They had grilled cheese way back then?"

He pursed his lips and tried to look stern but it didn't work. "Haha. We'd just discovered it, along with the wheel, I'll have you know."

She pulled herself up onto one of the barstools and felt her stomach growl a little at the sight of the food. Maybe she was a litte hungry. "Sorry, it was right there, couldn't pass it up."

He rolled his eyes, taking his own seat. "Yeah I know."

"So what's the secret to Momma Rogers' grilled cheese?"

"More than one kind of cheese, tomato and a touch of garlic." Steve said with pride. "She made this for me a lot, usually after I lost the latest fight I'd gotten myself into. And back then, it wasn't as easy to get fresh cheese or tomatoes. You would have liked her. She was funny and tough as nails. Stubborn too."

"I would say so, to stick with working in TB ward and raise a boy on her own." What little she'd been able to learn of his mother when she was researching her book on Captain America led her to the conclusion that much of Steve's personality was inspired by the hard working nurse. She picked up the sandwich and took a bite and instantly saw exactly how soothing the food must have been to little Stevie Rogers, who got a black eye for telling a boy to leave a girl alone after pushing her in the mud. Or something similar. "Oh I think I love your mom."

Steve chuckled, tucking into his own sandwich.

They ate quietly for a while and Holly was amazed when she realized she'd finished both the soup and the sandwich and was pleasantly full and a little sleepy from the meal. "Thank you, Steve, for that. How'd you know that's what I needed?"

"It's the universal comfort food next to ice cream and chocolate."

"That's the truth."

They made their way back to the couch where Steve didn't even flinch when Holly put a pillow in his lap and laid down. He might have been one of the world's mightest heroes, but right now, he was the one person making this horrible day better. She appreciated everyone else sitting with her for her little ritual, but Steve had stayed and that meant a lot.

"Did you know I was due to come back to New York that day? We'd gotten our guy in San Diego in the early morning. He was just some low level government guy trying to sell secrets to the Chinese. One of our assets had heard about him from a girl he'd bragged to about being a spy. Dumbass" She looked straight ahead, remembering how the little weasel had literally pissed himself in fear after Clint had shot a series of arrows pinning him by his clothing to the side of a building without even scratching him.

"I didn't know that. I knew you were in California." Steve said softly.

"I was asleep in my hotel room when the first plane hit. Clint was in the room next to mine and he came right in and woke me up. He had this look on his face." She paused, remembering never seeing him look that scared since Uganda at least. "I knew it was bad from that look. He showed me the command to all SHIELD agents to help in NY and turned on the TV, showing the footage."

Steve began to gently stroke her hair and she wondered if this was another one of Momma Roger's remedies or if he even realized he was doing it.

"When the second plane hit and we knew it wasn't an accident, we started trying to make calls back to NY, to the Triskilon. Then the Pentagon was hit. It was just one thing after another. And then...when the first tower fell, we were just in shock. The phone rang and it was Tony. The one time I've ever really heard him panicking. He was relieved to find out where I was. I think my cover story had been something about taking a few days with friends. Then he said that he hadn't been able to get through to Dad and Eddie."

"Is that when you realized they'd gone to help?"

She nodded. "I think I knew from the start. They would have gone even without the order, without SHIELD. It's who they were. Hell, Dum Dum would have gone at 90 to try and help."

Steve's hand paused on it's continual stroking of her hair. "Yeah, he would have."

"It was a really long day. It was late that night when we got the call from Natasha that she was alright. She'd been working undercover at the Pentagon but hadn't had to go in that day and had been at the Triskelon. I swear Clint and I nearly collapsed in joy to hear her voice. That was the only bright spot to that whole time, knowing she was alright along with Trip who'd been out of country."

"I can imagine."

"I can't remember how many times we both kept trying Dad and Eddie and the Sandbox. Over and over. The normal phonelines were overwhelmed that day and what was really scary was that so were the SHIELD ones. I couldn't exactly ask Tony for help because he didn't know about SHIELD then or why they would have gone to help."

"What did you end up telling him?"

"What I told you, they went to try and help because that's who they were. Dad was 76, but that didn't matter."

"When did...did you know for sure?"

"The next morning." She paused, closing her eyes tight and letting out a deep breath. "Clint had fallen asleep in my room and I had pretty much passed out while repeat calling NY when both Coulson and Fury showed up."

"And that's when you knew?"

"They were two of the toughest men I'd ever known. Still are. Nick I'd known since I was a baby. And...he couldn't even get the words out. Coulson had a tough time too. I just remember him saying that 32 agents had gone in, following the order. Only two were accounted for and being treated at a local hospital. They'd managed to get a bead on Daddy and Eddie's transponders, something every SHIELD agent wore when going into a disaster zone. They monitor vitals and the strain on the agent." Her voice choked and she took a minute, blinking away the tears that threatened to make her already sore eyes hurt more. "And they...they both...died when the second tower fell."

There was really nothing Steve could say and she knew that. His hand slid down her arm and took her hand, giving it a squeeze which she returned. After long minutes, he turned on the TV and found Looney Tunes, one where Bugs Bunny encountered Christopher Columbus. She gave in to the feelings of sleepiness and vaguely felt him let go of her hand to resume stroking her hair.

 **Steve POV**

Steve watched the antics of Bugs Bunny on the screen, the sound lowered when a familiar face appeared in the doorway of Holly's apartment.

"Hello Director." He looked down to where Holly had placed a pillow and then her head in his lap. He hadn't even realized he'd been stroking her long hair until an hour ago but lack of protest had led him to continue doing so. Anything to try and comfort her on the toughest day. He remembered how his mother's gentle touch had always helped him when he was feeling ill or depressed that he couldn't play like the other boys. "Is she asleep?"

Coulson nodded with a tight smile, his eyes on Holly. Steve wasn't very surprised to see the man, knowing his close connection not just to Holly but to her family. He'd told Steve how her father had once praised him and predicted that one day he would be director. He'd also told Coulson that he expected that he would help Holly if something were to happen to either himself or his son. That had ironically been less than 2 months before September 11th. And from what Holly had told him about how difficult it was for the former agent to give her the news of her family's fate, he'd almost been expecting to see the man. He was sure Agent May and Maria Hill would be around at some point as well. "How bad was it?"

Steve shook his head. "Bad. But she wasn't alone. Everyone was down here with her."

"You've formed a family, as much as you all might deny it. It's good, I'm glad. She's been alone too long."

Holly stirred, her legs stretching out, the sound of a yawn. "Coulson?" She sat up, yawning again. "I didn't mean to fall asleep. Hello Director."

Coulson shook his head, a sad smile on his face. "No, I'm just Phil right now." He moved to stand near her, his hand reaching out and running over her hair, affection in his eyes. As stiff as he tried to portray himself, deep down Coulson was full of heart. It made sense that his apparent death would be the kind of trigger they needed to work together as the Avengers. "I understand you had friends with you today."

The look of gratitude and affection that she gave Steve made him feel bigger than he ever had when he was performing to sell warbonds to sold out crowds. "Yes. I did. It's good to see you too."

The man, in his ever present suit smiled softly at her. "I brought someone to see you. Thought it might do you some good."

He turned and there, dressed in jeans and a cable knit black sweater and a new eyepatch, was former Director of SHIELD, Nick Fury. Someone even Steve hadn't seen since his publicized "death" a year earlier.

"Uncle Nick!" Holly sprung off the couch and threw herself at the imposing man, who for his credit easily took the slight woman in his arms, hugging her tight.

Steve couldn't help but look at Coulson with confusion. "Uncle?"

"The former director is her godfather." Was the simple explanation. They turned to where Fury was now holding Holly's face in his hands, his own face the most relaxed and calm Steve had ever seen it. He'd never seen Fury with children and though he knew the man was married, he just thought he was focused more on SHIELD than family. It would make sense that Liam Dugan would make his successor as director someone he would trust with the care of his only daughter. She probably knew before he did that Fury was alive.

"I'm sorry I haven't stayed in contact, kid. It was safer to stay under the radar. I didn't want to risk endangering you." He nudged her so she looked up. "How are we doing today, Agent?"

Her chin trembled, but she kept her composure. Steve wasn't sure if she could have any more tears in her. "We're managing, sir. I miss them. All of them." One could only wonder if she meant just her family or the other 28 agents lost that day. If they had been based out of Manhattan, she'd probably known most of them.

"I know. I do too." He hugged her to him again with one arm and led the way back into the room. "Cap, you keeping an eye on my goddaughter or is it the other way around?"

Steve stood. "A little bit of both sir. Looks like retirement suits you."

Nick gave him a flash of a smile, shaking his hand. "Finally get to work on my golf game. Phil tells me you've been quite the force in bringing Holly out of retirement."

"I wasn't alone sir. She's an asset to the team and a good friend." He gave her a smile that she returned shyly.

"I think on behalf of her father, I can say thank you for looking after our girl." He dropped a kiss to her temple. "What do you say we go see if I can't get Stark to crap himself by sneaking up on him?"

A small giggle came from Holly and it was the best sound to Steve's ears. "Oh that's an ongoing sport between Nat and Clint. I think he's winning so far. He staked out the top of the fridge in the lab lounge one night. Tony went in at 3am to get a snack and Clint said he'd never heard a grown man scream so loud. Even Jarvis congratulated him on it."

Fury grinned. "Always did like Barton's sense of humor. Reminds me of your brother." He looked down at Holly. "Now come on, no more sadness today. Let's remember them happy. I hear you went up against that jackass Doom not too long ago."

The pair led the way out with Coulson and Steve bringing up the rear as Holly answered Fury's questions about what had happened in Bavaria.


	17. Chapter 17

**Holly POV**

Holly was almost startled when a shadow was cast over her desk but before she automatically went on the defense, she smelled a cologne that identified the visitor. The mix of sandalwood and soap said it was Steve. She pulled off the headphones she'd been wearing and looked up to find him with an amused look on his face.

"What?"

"How loud do you have your music that you didn't hear me knocking or calling you? I was getting concerned. It's a good thing you don't lock your door, I would have broken it down." He waved at the paperwork on her desk. "What are you working on anyway?"

"Going over student papers. Sometimes I wish I was back in California, would make it easier for these kids to get help in person. I swear they don't pay attention to the lectures because it's a hologram. Get their asses to pay attention if I threw a knife through their damn cell phone. Use a damn EMP and wipe out all the stupid things."

Since she'd decided to give living in NY a chance, both for herself and the various people who'd expressed their desire to have her there, she'd managed to keep teaching her classes thanks to Stark technology. Her lecture hall was especially outfitted with holoprojectors and receievers. Not only did her students see her as a hologram, she saw the entire classroom as well. Her office hours were done the same way.

"Kids not paying attention in school is an age old problem. I'll admit I got in trouble a few times when I got caught drawing when I should have been paying attention."  
Holly made a mock gasping sound. "Oh the deliquent truth is revealed! Someone call the Smithsonian! The legend has been tarnished!"

He rolled his eyes. He was more than used to her teasing. "Anyway, it's getting late. I'm taking you out for dinner."

That was a surprise. Steve wasn't usually so direct and often beat around the bush. They'd gotten to be rather good friends in the last few weeks and she enjoyed the time they spent together. It was fun to hear Dum Dum's old stories from a different point of view, often with Steve sighing and denying completely Dum Dum's version. Apparently her uncle was a fan of embellishment. "You are?"

"Yep. Come on, Jarvis told me you haven't eaten since this morning, so we're going out."

She sighed. It was like having Big Brother watching, except in her case it was more like AI Nephew. "Thanks a lot Jarvis! Snitch!"

"You do have that in common with sir, Holly. Contrary to both of your beliefs, food is a necessity for you." The AI answered. "Enjoy your dinner."  
At least the AI had her best interests at heart.

* * *

The server led them back to a dining area that was more private, immediately recognizing Steve and even more, the $50 that was passed to him. Sadly Steve had much to learn about subtly, though she was rather impressed with how generous the tip was. Of course, Steve was very sympathetic to what it was like to be a server or a bar tender or in his day, a paper boy. He'd expressed more than once his frustration and sadness that in this day and age there was still poverty.

"Surprise!"

Holly was mildly startled and confused at the group of people who'd jumped out at her as they entered the room. Somehow she hadn't immediately gone for her staff or knife, thankfully. It wasn't exactly the best thing to do with someone who was an expert at close quarters hand to hand combat. "Huh?"

"Christ, she's more like you than I thought, Stark!" Natasha cursed. "Holly, it's your birthday! Did you forget again?"

She blinked and came to the realization that it was indeed her 35th birthday. "Oh. Whoops."

"Whoops she says!" Clint said, coming from behind her. "Happy birthday, granny." He came around and gave her a big hug that took her off her feet before he put her down and just swayed back and forth with his head on her shoulder and probably a goofy smile on his face.

"Kiss my ass, Katniss!" She cursed, smacking him on the ass. "You are how much older than me? You aren't even a year from 40!"

"Sorry Hot Lips, today, even Rogers can make old jokes. Too bad Thor isn't here to do it. He's like hundreds of years old or some shit."

"Where is Thor? Didn't we send him a message so he could be here?" Pepper asked, smacking Clint away so she could give Holly a birthday hug. Clint had also scared Pepper more than once with his sudden appearances normally tailored to scare Tony.

"Yeah, Sif answered. I guess there's some trouble going on with one of the other realms. He sent a gift though via the Bifrost." Bruce spoke up.

"You guys really didn't need to do all of this, honest." She turned to Steve. "And you, I'm shocked at how you didn't give anything away!"

Steve grinned proudly. "I did pretty well didn't I? I've been practicing for a week. Helps that you forgot it was your birthday. How do you do even do that?"

She shrugged. "Doesn't seem a big deal, that's all."

"Not a big deal!" Tony shouted, coming from nowhere, throwing his hands in the air. "I remember the day you were born! I remember holding you for the very first time!"

"Oh jesus. Shut up Tony!" She groaned, hating when Tony got both loud and nostalgic in front of other people. It was easier to dismiss when he was drinking. But damn, this was a sober nostalgic Tony. She was doomed.

"Nope! You were the tiniest baby in the hospital. And could you scream! Could nearly shatter glass with those tiny lungs!"

"Shut up."

"And you were so sweet and adorable, until it came time for the diaper change. Oh we loved to see you smile, until you smiled that smile."

Holly groaned as everyone chuckled, putting her hand to her head. "Nat, if you love me, knock him out, please? Hit him with a tranquilizer? Something?"

"Actually, Grannie, I'm enjoying this. The Adventures of Little Lady Skywalker and her Diaper of Despair." The Russian had a pleased look at the torture Holly was undergoing, a playful smirk on her lips.

"Sounds like the first of a series of Avengers children's books."

Holly looked up and saw someone she hadn't seen in way too long. "Rhodey!" She all but shoved Tony out of the way and hugged the Colonel. "I haven't seen you in forever!"

"Is that so, Captain Dugan?" An eyebrow rose. Rhodey hadn't been surprised at all when it had been revealed that she was an agent of SHIELD and held a rank in the army. He'd only been offended that she hadn't chosen the Air Force.

She grinned and snapped to attention, throwing a salute. "It's good to see you, Colonel Rhodes, sir!"

He let out a laugh, shaking his head. "I can't really call you Captain anymore, it'll get all confused with Rogers here." He put out his hand to Steve. "Nice to see you Cap."

"Colonel."

"No no no, this is Rhodey. Rhodey. Anyways, didn't the army make you a general while you were frozen or something?" Tony interjected, slapping his old friend on the back after sarcastically sounding out his old friend's name for Steve.

Steve shook his head. "Honorary rank. Brevet. Doesn't really count for anything."

"Plus General America doesn't have the same ring to it." Rhodey joked.

* * *

Holly was almost hesitant about opening the box from Tony from the look of almost childlike glee on his face. It was all he could do to keep from clapping and giggling it seemed like. But she trusted him, so she opened the box to discover a slim bracelet. Now she was confused. She reached into the box and took it out, feeling how light it was. "Vibranium bracelet?"

Tony grinned, the man was practically vibrating himself, he was that giddy. "Very good at knowing your elements, Sparks. But it's not just a bracelet. Stand up and put it on."

Quirking her eyebrow at him, she got up and was moved so she was out of the way of everyone else and the furniture and put the bracelet on. A quick look at the others had them with similar looks of confusion. "Okay, what is it like a mood bracelet?"

Tony smirked. "Jarvis, bring in the Mark 80."

From outside the room, pieces of armor flew in and attached themselves to her, making her gasp and fight against her instincts to drop to the ground and roll away. It was when the headpiece flew in and landed in her hands, that she was able to take a breath. Looking down at herself she saw she was wearing a suit of Iron Man armor that was similar to Tony's but was tan and brown, not gold and red. It was much more form fitting and less bulky looking, especially compared to the War Machine armor.

"Go ahead, put on the helmet!"

She took a breath and did so, giving it a moment to connect to the rest of the suit. She'd played around with parts of Tony's suit before so the information immediately coming at her from the readouts wasn't that overwhelming. She'd always gotten her hands on new Stark tech before most anyone else for her entire life, she was used to it.

"I thought you might like to see how your suit looks from another's point of view." Jarvis' voice spoke softly and no doubt just for her within the suit. An image came up showing her in the suit, an artificial arc reactor in the shape of a diamond in the center of her chest. "There is also an additional lightsaber that is part of the armor on your left leg, in addition to the repulsors in your gauntlets and boots."

"Ladies and Gentleman...and Barton, I give you, the Iron Jedi." Tony announced, grinning and waving his hands to her. "Dont' worry, I'm still going to be the only shell head in this group, but I get bored so easy and we talked about you having armor so, here it is. Thought I'd surprise you with it."

"I'm surprised." She moved around a bit, getting a feel for it. It didn't feel bulky, almost trim. A few more motions made her realize that it didn't limit her quite so much physically. "So it can do what you can do?"

"Yep."

"Including fly?"

"J, show her?"

She managed not to embarrass herself as the repulsors turned on, thankfully not at full strength and like she'd seen Tony do several times, she kept her feet flat and her hands at her sides for stability. "Okay, this is very cool."

Tony grinned. "Wanna go for a birthday flight around Manhattan?"

Holly spoke directly to Jarvis, turning off the suit speakers momentarily. "Jarvis, are you thinking what I'm thinking?"

"Make sir try and catch us?"

"You are such a bright boy!"

"I do try."

Switching the speaker back on, she answered. "If you can catch us, old man!" to everyone else, as the suit rose and Jarvis mapped a safe route out of the building, she announced, "I'll be back in a minute!"


	18. Chapter 18

**Steve POV**  
Steve was startled when the door to his apartment burst open and it was lucky his shield hadn't been in reaching distance. He turned to see a distraught looking Holly, out of breath. "Holly? What's wrong?"

She shook her head. "It's Peggy. We...we need to get down to DC. She's...they think she's getting close to the end. Maybe in the next day or two. Maybe sooner."

That felt like having ice water thrown in his face. The end for Peggy? She was dying? How could that be? She was fine the last time he saw her, hell he'd just spoken to her the other day. She'd been full of happiness and jokes on Holly's birthday just a couple weeks ago. She sounded fine. She'd lived so long already. "Are...are they sure?"

She nodded, her lips forming a firm line. "She asked for us Steve. You and I. She wouldn't do that if she didn't have a feeling of it herself. Natasha's going to fly us down in the QuinJet. We can be there within the hour. Grab your go bag. We need to hurry."

He gulped and jumped to his feet. "Okay. Okay." He went for the bag that he kept packed under the coffeetable. He didn't require much and he still had a few things in his old Washington apartment if absolutely needed. Peggy couldn't be dying. Maybe she was just lonely or had panicked over something? That wasn't really like her, but then again, he'd missed out on 70 years. "I'm sure she'll be just fine when we get there." Was he saying that for her reassurance, or his own?

She bit her lip and looked very young in that moment. He saw actual fear, something he hadn't even see in Bavaria when she'd been in the grips of the Doombot. "I hope so but Peggy doesn't cry wolf. Come on, Nat said she'd be ready quick."

* * *

Peggy looked at him with that fierceness that had first gained his attention the day they met and she slugged the other recruit. She gripped his hand with surprising strength and spoke. "I want you to know that I poured the only sample we had of your blood into the river. It was the only piece of you I had to lay to rest. I stood on the Brooklyn Bridge and I said goodbye. You should know that. Part of you was home, in Brooklyn all these years. I never gave up hope but I had to do something."

His heart clenched and he thought about how she'd had to struggle all these years with trying to not give up on the chance that he was alive but each year passing making it more and more unlikely. "Peggy, I'm so sorry. I should have given you coordinates like you told me. Maybe you would have found me. You wouldn't have gone through all that."

She shook her head. "No, darling. While I hold no real belief in fate, things sometimes happen the way they have to. Thanks to you, I was given something to aspire to. Thanks to you, SHIELD saved thousands of lives, millions perhaps." Her lips formed the gentle smile that always felt like it was just for him. A flash of memory to the first time he saw it as he climbed into the backseat of the jeep after attaining the company flag. "You are needed here, now. The world needs a man like you more than ever. I did what was needed in the time between. It is your time yet again."

"I...I don't know what I'm doing still. Who I am. I need you here. Please. I need my best girl. Who else am I going to dance with, Peggy?" He struggled not to cry, choosing instead to press his lips to her weak and withered hand. It still shocked him deep down to see her so old. It made the fact that it had been 70 years that much more concrete. The whole thing was giving him flashbacks to when his mother died. For him, that only felt like 10 years ago but had really been so much longer and she had been so very young.

"Oh Steve." She soothed, her voice soft. "You have so much life to live. Don't keep choosing to live it in the past." She weakly pulled their hands and pressed her own kiss to his hand. "Darling, I was a lucky woman to live the life I did. I'm proud of what I accomplished. I may not have had children of my own, but I will always think of Holly and Edward as mine in my heart. Live your life without the restraint I gave myself. Don't wait anymore. I'll always be with you, just like you've always been with me."

He blinked for long moments just trying to keep that control. How was he ever going to deal with this still strange new time without her kindness and wisdom? "I love you, you know that, don't you?"

As weak as she was, she gave him the most brilliant smile. It was the kind of smile that made her look so young, even with her white hair. "Of course Steve. And I have loved you. Come now, give us a kiss and say goodbye. I will see you again, do not fret. I have many people waiting to see me, to hear about your newest adventures and of how you and Holly have found each other. I'm trusting you to be there for her like you would for me."

"Of course. I will. I promise." He stood on weak knees and leaned over, gently pressing his lips to hers before pressing them to her forehead. Why did it always seem like a kiss between them meant goodbye? "Goodbye Peggy. I'll bring in Holly." His voice choked and his throat felt so tight.

"Thank you Steve. Goodbye, for now."

 **Holly POV**

"I think...I think it'll be soon." Steve choked after stepping out of Peggy's room and standing there in the hallway for a long moment. He turned to where Holly had been sitting and made his way over with a few steps. His eyes were bright with emotion. "She wants you."

Holly took a deep breath and nodded, dreading this day for many years. Living to 101 was not an easy feat, even with modern technology. "Okay." She stood and stopped by where Steve was standing, struggling with the realization that his best girl was about to pass from old age while he was still under 30. "She held on so long because of her belief in you, Steve. She couldn't rest still she knew you were found safe. That kind of inspiration, devotion is no small thing. That's love, sweetheart."

He nodded, unable to look at her and she stepped forward and down the hall to her adopted mother's room.

The first thing she was struck by was how tiny Peggy looked, even more so than the last time she saw her. Of course now she cursed herself for not just living in DC so she could see the only mother she'd ever known everyday. How she should have gotten a professorship in DC rather than California to avoid seeing the Triskellion. It'd been gone for a year now, what was her excuse?

"There is my beautiful girl. Come now dear, let me see you."

Holly was amazed at how upbeat Peggy was. Maybe they were wrong about it being her time? What had she said to Steve that had him so convinced? "Hi Mom." She greeted, moving to the woman's side. "How are you feeling?"

"I'm just fine. I'm in no pain, don't you worry. These doctors keep offering me drugs just the same but I want my mind clear." She took Holly's hand with hers. "I need you to promise me a few things before I go and you must swear to keep these promises."

Holly blinked. She sounded like she was talking about taking a trip, not dying. Why was she feeling fear and the woman before her wasn't? "Mom, you aren't going anywhere. You sound fine."

"It's coming. I'm so very tired, my dear. It's my time, I can feel it. And I'm happy to go, truly. I've lived my life, it's time for the next great adventure like in those Harry Potter novels I love so much."

Holly couldn't help but smile, the elder woman having been quite the Harry Potter fan. "Are you sure?"

"Yes, my love, I am. I know you and Steve will be just fine. You have each other now." She paused, blinking a little. "That's what I need you to promise me. Don't let him live in the past. Force him to live for today and in today, not in his memories, not in the past. I can only hope when he finds Sergeant Barnes that he will be able to let go of the war."

"We'll find him. I promise you. I know we will. Commandos mean family."

"That's right." Peggy smiled. "I want you to promise the very same. Live for today. Remember us, your parents, Edward, Dum Dum and I, but don't let your every moment be about us. Live for yourself. Fight like I taught you. Love like you deserve. Do what you want. Be strong. Be proud of your abilities, even when others use it as an excuse for hatred. Be vibrant but above all, be brave."

Holly looked down feeling her throat tighten. "I'll try. I just want you to stay. You've always been there my whole life. It won't be the same."

A weak squeeze of her hand had her look up. "I know love. But I am very old and it's time. I have lived an amazing life but all good stories have to come to an end. I will be alright. Your parents are waiting for me, I'm sure. No doubt your fool uncle has some lavish party arranged with Howard." She smiled softly. "I do look forward to telling Howard how wrong he was about his boy." Another squeeze. "You must care for the new family you have around you. Take care of them, Philip and Natasha. Clint and Anthony. Steve and Nicholas. You all are the heart of the new SHIELD."

Holly nodded, knowing deep down that Peggy was right. She'd just turned 101 after all. You didn't get to that age without learning a thing or two. Or in Peggy's case, saving the world a few dozen times. "Are you scared at all?"

"No love. And I will see you again, I promise. I will always be with you, you know that. No power could keep me away."

"I know Mom. I love you so much." She leaned in and pressed her forehead to Peggy's, breathing in the familiar smell of her soap and hand lotion, something that had been a staple her entire life. Why change something that works? She pulled back and absently smoothed back a silver curl with shaking fingers.

"And I love you, my dear girl." The woman smiled and now Holly could see the exhaustion in her. How hard had it been for her to hold on so long? "Your mother will be so proud when I tell her of the woman you've become."

"The woman you raised me to be."

Peggy smile grew, then slowly faded. "Will you stay with me? I am so very tired but it will help to have you to help me, to hold my hand as I drift off."

"Of course. I'll be right here." Holly moved to sit on the bed at Peggy's hip after adjusting her blanket for her. "It's okay, Mom. I'm right here. Just close your eyes and relax. When you wake up, you'll be young again and surrounded by all your old friends. Everyone will be so happy to see you." She paused and swallowed, calling on all of her training to not burst into tears and beg the elderly woman not to leave her as she closed her eyes. When she felt under control again, she continued. "Dum Dum will tease you for having to be fashionably late. My mother will thank you for being such a good mom to me. Daddy will hug you and so will Eddie. Probably in a Dugan sandwich. You'll see Colonel Philips and he'll treat you to a big smile."

And slowly Peggy Carter fell asleep. Not long after, she took her last breath and her frail hand let go of Holly's for the last time.

* * *

Holly was fighting for control as she walked back down the hall to where Steve was sitting, hands clenched together, forearms resting on his knees. It was taking ever bit of her strength and training not to just fall to the ground a sobbing mess. Something told her that the man she approached was struggling as well. Anyone else would think he was here worried about his grandmother, not his sweetheart. He looked so young and so lost. And here she was about to inform him of one more loss in his life.

As she stepped closer, his head popped up and her heart broke as she watched the realization wash over him. His mind telling him what her face was probably broadcasting for anyone who walked by, SHIELD training be damned. But still, he asked. "Is...is she?"

Holly swallowed with difficulty, not wanting to break down, not yet. She stepped closer and took a breath before she answered. "Yes. Just now. She fell asleep holding my hand." Her vision blurred with emotion and she blinked quickly to try and make it go away, looking up at the florescent lighting briefly. "She's gone." She couldn't help but sound incredulous as her voice choked out the last word.

Steve's head dropped and he let out a harsh gasp of air like he'd been punched. Holly felt the same though they'd both known it was coming. There was no way to truly prepare for it. She was gone. The woman who'd helped raise her when her mother died, the woman who'd influenced her entire life, was gone. And she had done it on her own terms, holding on long enough so those she'd loved most could have a chance they hadn't had with other loses in their lives, to say goodbye. Classic Peggy.

She blinked again, pushing back the tears that wanted to run down her face away, clearing her vision for the moment. There would be no more long talks with Peggy, no advice, no simple comfort from her arms. No more stories about the old days of SHIELD. For either of them.

Steve looked up at her with such pain in his eyes, such sorrow that it made her heart hurt so much more. She did the only thing she could and stepped forward, pulling his head to her chest and wrapping her arms around his broad frame as best she could resting her cheek against his blonde hair. Maybe if she just held onto Steve strong enough, she could manage.

It took a moment but he let out a gasping sob and she held him tighter as his arms wrapped around her like a vice, clinging to her as if she might float away. His hands clenched and unclenched the back of her tshirt. She wondered if he wasn't just mourning Peggy the person but all those years lost from that fateful day he crashed Schmitt's bomber. All the would have's, should have's and could have's. Maybe all of it was finally hitting him and Peggy passing was just the final straw on the camel's back.

They mourned together, both knowing Peggy was at rest, but missing her all the same. They'd both loved her in different ways for so very long. And Holly knew that Peggy had commanded Steve to take care of her like she'd been told to care for Steve. Peggy would want to make sure they were both in the best care.

It wasn't until Coulson came jogging down the hall that either of them managed to get themselves under control. Holly wiping away his tears with her fingertips, Steve reaching up and cradling her face in his hands and using his thumbs. His reddened eyes told her what she hoped he saw in hers, that it would be them against the world if need be, just like Peggy wanted. Like they both needed. It was the least they could do for all she had done for them.

Coulson waited a moment before coming closer, his eyes saying what he already knew. Natasha must have called him and his team headquartered at the Playground not all that far away. "Is she?"

"Peggy is gone, Director. She fell asleep and slipped away." Steve said with a strained voice, swallowing as he stood up. He clenched his jaw and stood tall, trying to be strong, be Captain America, not Steve. It was strange how she knew him well enough now to see the difference.

Coulson's head dropped and he let out a soft sigh before looking up, sadness in his eyes. Peggy had always enjoyed Coulson's enthusiasm for listening to her stories and she had been one of the driving forces in having him be Holly's handler for so many years. She'd always referred to him as darling Philip. "I'm so sorry, Cap, Holly."

Holly nodded, Steve having let go of her only to let his hand find hers and intertwine their fingers. She let out a small breath, thankful he knew she needed a physical tether to keep some kind of hold on herself. His large warm hand holding hers was an immense comfort and she gave a squeeze to relay that. "She's at rest. That's what matters."

"Of course." He fidgeted a little. "Is there anything I can do?"

"I think Peggy had her arrangements already established. The nursing staff will call...the funeral home to...come..." Holly put her fist to her mouth with a gasp, the tears coming again, the pain in her chest sharp. A stranger was going to take away the body of her adopted mother. The body. Peggy was gone. It made all of it so very real and horrible. "I'm sorry. I just...mom!" Peggy had tried, when she was little to insist that Holly call her Aunt or Peggy out of respect for her birth mother, but it was a hard thing to try to explain to a toddler and young child who didn't understand. Her father, surprisingly, didn't have an issue with it, telling Peggy more than once that Rose would have wanted it that way. Something to do with Lakota tradition.

Steve moved quickly and like he had back in NY at the World Trade Center Memorial, took her in his strong arms and held her tight. His towering height and strong arms were an incredible comfort. Over her head, his own voice still strained, he spoke to Coulson. "She's going to be with the other Commandos and Holly's family at Arlington. Can you find out at the office about the arrangements Holly spoke of?"

"Of course, Cap. Right away." Coulson took off at a brisk pace. He was focusing on the mission, such as it was. He would grieve later. It always puzzled her when people would ask her what it was like having a robot for a handler because she'd never really seen that part of Coulson. He was intensely caring and was very funny, just in a dry sarcastic way. And she could always count on him, that's what mattered.

Holly sniffled, her heart broken. "I don't even know what to do now." She gasped against his chest. "I feel so overwhelmed and I know...she wouldn't want this. That's why she held on. So we could get the chance we never got before, to say goodbye. Oh god this hurts. I can't even breathe."

"Shh. It's alright doll." Steve soothed, giving her a little squeeze. "I'm right here and I'll be strong for both of us for now." He gently kissed the top of her head, stroking her hair and she sighed. "Peggy gave me orders to keep an eye on you and that's what I'm going to do. We haven't known each other very long, but you'll always have me, I promise."  
Holly nodded against his chest, absently noting he smelled like the bodywash she'd found for him while shopping with Pepper in the East Village after her birthday. The strong beat of his heart was a good focus point to calm her down. "She made me promise too."

Steve gave a weak chuckle. "I thought she might. She knew we'd do it anyway."

 **Natasha POV**

Coulson came back later with Natasha at his side, the redhead spy feeling sad for her friends. He'd gone to the lobby after speaking to the administrator where she'd waited for the news. She hadn't known Peggy very well, but had appreciated the woman's defense of Clint for bringing her back instead of following orders to kill the Black Widow. Something told her that they would have gotten along like she did with Holly had they been contemporaries. Holly and Steve had separated from the embrace Coulson said he left them in, but were still holding hands, needing that bit of a grounding influence to deal with everything.

She could understand that. After New York, once Loki was safely off the planet, she and Clint met up with Stark and Holly in Philadelphia and while Stark returned to NY to help remodel and repair not just the Tower but Manhattan, the three had taken a long roadtrip back to California. Together they had mourned what they had thought was the death of a good friend. They had stayed in near constant physical contact, even sharing a bed just to know they were all safe. Now, this time, it was Steve that Holly would be closest to because next to her, he'd known Director Carter the best. Or would mourn her in a similar way. Loss of the past he knew, leaving him in a very uncertain time. Luckily he would have Holly.

"Holly, Steve, I'm so sorry. She was an incredible woman."

She held out her arms to Holly and the raven haired woman quickly moved to them, wrapping her own arms around Natasha. She'd never been one for initiating physical contact beyond that needed for a mission but it had always been different with Holly and Clint. The two seemed to crave affection and slowly, they'd managed to get under her skin, beyond her Red Room training. Not that she'd ever tell them. Instead, she hugged Holly a little tighter because she knew that's what her friend needed. "Thank you Nat. She really was." Then Holly moved back and unconsciously and immediately took Steve's hand again.

Natasha moved to Steve and kissed his cheeks. She rested her hand on his forearm and gave it a squeeze to make sure he paid attention. She looked up into his impossibly sad blue eyes. The man looked more upset than he'd been when they had discovered who the Winter Soldier really was. Finding out your lost friend was alive but a brainwashed assassin was one thing but to lose your sweetheart who never gave up hope for your safe return for 70 years? It was the same and completely different. "You'll be okay, with time."

Steve nodded, squeezing Holly's hand, the set of his jaw telling Natasha that words weren't possible at the moment. It seemed so natural and yet so strange to see the pair holding hands, she couldn't help but notice. "So what now?" Holly spoke for them both.

"Now, we should go. I'll take you to the refurbished Playground HQ. You can see what we've been doing there and just try to relax. Natasha and I will handle everything. The rest of the Avengers are coming down in the next few hours and Fury is going to be on a plane from Rome very shortly." Coulson spoke up. They'd discussed what to do on the way back to the floor where Peggy Carter had lived for the last 15 years.

"That sounds okay to me." Holly said quietly, the pain evident in her voice. To Natasha, she sounded like a lost little girl and perhaps she was. Peggy Carter had effectively been her mother, raising her in lieu of her own fallen mother. She looked up to Steve. "What do you want to do?"

"Let's go with Coulson. Let's just...not be here." Steve cleared his throat roughly before looking away. "After you, Director."


	19. Chapter 19

_**Notes:**_

 _Just so you know...I've never seen an episode of Agent Carter...so Peggy's early career in this fic has nothing to do with that show and would've had alot more to do with the Commandos. Also, I'm only acknowledging Agents of SHIELD to the second season midseason finale._

 _Feedback makes the Koenigs happier than lanyards!_

 **Holly POV**

"Agent Dugan. We're happy to see you again, but very sad about the loss of former Director Carter."

Stepping into the main hall from the underground garage, Holly almost felt a smile at Steve's look of confusion at the trio of men who looked almost exactly the same, dressed in suits with their ever present lanyards. It gave her a feeling of nostalgia to see the Koenigs again. They never changed and right now, that's exactly what she needed. "Thank you, boys. Now don't tell me. Billy, Freddie and George?"

The three identical men all nodded with barely reserved smiles. "You are one of the few that could ever tell us apart, Agent Dugan." George said, handing her a lanyard while Freddie handed one to a still baffled Steve. The lanyards all had black mourning bands on them. The boys had thought of everything.

"I was so sorry to hear about Eric. He was one of the best agents." Their "brother" had been one of the victims of the traitor, Grand Ward.

All three dropped their heads briefly before Billy spoke up. "Thank you, Agent Dugan."

She turned to Steve. "Steve, these are the Koenigs. They helped keep SHIELD alive during Project Insight. Boys, I'm sure you know Captain America."

The three nodded eagerly. They almost looked like middle aged fanboys, their eyes wide with hero worship. "Captain Rogers, it's an honor sir. We wish it was under better circumstances." Freddie said with a very respectful tone.

Holly heard the clicking of boot heels and looked behind the Koenigs to see Melinda heading for her with a determined look on her face. Usually when most people saw that determination, they ran in the other direction. She looked up at Steve. "I'll be right back." She walked around the Koenigs and was silently met with a very uncharacteristically emotional hug from the woman who hated her legend as being the Cavalry. May's arms were like a vice. "She was ready Melinda. She went on her own terms."

She felt May take a cleansing breath. She wouldn't breakdown in front of everyone, but she was still struggling. Despite what many people in SHIELD had thought of her, she was a warm feeling woman. She could just kick your ass without trying. Part of her wished that she and Eddie had explored their mutual attraction to each other but they were both career agents. Ce la vie. "I know. She was just..."

"I know." Holly gave her a nod, feeling the tears coming again but fought them back. She couldn't be breaking down every five seconds. The older agent pulled back and Holly held her hands in hers, both of their heads down and eyes closed, sharing a moment with her old friend for the woman that influenced them both so much.

"Holly?"

The pair turned to see a rather distraught Jemma with a concerned Skye at her side, Trip behind them. Skye looked like she didn't know what to do other than stay with Jemma and Trip looked like the world had fallen apart but he wouldn't let that stop him from supporting his teammates first and worrying about himself last. Something Peggy had taught both of them. Something that Steve had in common with his old sweetheart.

"Hey Jemma." Holly quickly stepped over to the crying young doctor and hugged her. The slight woman all but collapsed against her, softly sobbing. "No tears sweetie. Peggy wouldn't want you to mourn her. Celebrate her life. She lived to see SHIELD be reborn with strong women she helped influence at its core. Us, Jemma. We have to show the world the women that Peggy taught us to be. We have to inspire others like she inspired us. Protect those who need protecting, just like she did. Understand?"

Jemma nodded, sniffling, too upset to speak. Holly had noticed that the younger woman was very sensitive but strong as well. Coulson had told her a few stories while she'd been recovering from her Bavarian injuries that had her admiring the young biochemist and her resolve. It was a blow for true loyal SHIELD agents to lose the last founder only a year after Insight. For Jemma, it was the loss of her idol. She gave her an extra squeeze before pulling back and giving her the best reassuring look she could.

May took Jemma aside, holding the young doctor so she could try and calm down. May's voice quietly murmuring breathing techniques. "Hey. I'm really sorry about Director Carter. I know she was like your mom, kind of." Skye seemed a bit nervous, unsure what to say. Holly could understand that. The young woman had had a very unconventional childhood, only recently learning that all her foster parents had been SHIELD agents tasked to protect her.

"Thanks." She felt a hand rest on her shoulder, knowing it was Steve. "I have her to thank for pushing to have Coulson be my handler and then the handler of Delta. If I ever get to pull half the stuff she did as an agent, I'll be happy." She swallowed, blinking away tears that threatened.

Trip walked over with his head down, shoulders slumped. "Hey Holly. There's no funk today. I'm gonna miss Aunt Peggy so much. My heart hurts." Trip was uncharacteristically quiet, his eyes sad and showing a bit of redness. It was clear that he was using all of his effort to keep from breaking down. Holly remembered how hard it was for him when his grandpa died since his parents were already gone thanks to a car accident. Thanks to SHIELD, he didn't have to deal with the foster system and was an emancipated minor at 15 living at the Sandbox in Manhattan when he was training for the Academy.

She sighed as she hugged Trip, yet again trying not to cry as he was the only other person she knew besides her brother to refer to the legendary woman as Aunt Peggy. Tony rarely if ever talked about her thanks to the falling out his father had had not just with her, but with her own parents and Dum Dum. She'd always been so protective and loving of any Commando descendants, as few as there had been. She remembered how much of a rock he'd been for her after the Towers. She hoped her hug was as comforting as his was to her. "She's with your grandpa and the uncles now. Probably telling him embarrassing stories from your days in the Academy."

He gave her a quick grin after letting go, but it didn't reach his sad eyes. "Yeah, I bet she is." He put his hand to his heart and looked up to the ceiling. "I don't know if heaven is big enough for someone like her."

"Yeah. I don't know either." Holly nodded with a weak smile as Steve put his arm around her shoulders, shaking Trip's hand and accepting the young man's condolences and offering his own.

* * *

"Phil, I'm fine." She rarely if ever called Coulson by his first name, it just felt weird but she wanted to get him to just leave her alone already. If she wanted to lay down, she would have found a place herself. Just because he was the Director now, he couldn't just command her to take a nap.

Coulson put his hands on her shoulders and moved close so she was looking right into his eyes. "Holly, I know you and you are not fine right now. Let me take care of you for the moment, okay? Promised your dad I'd keep an eye on you, that's what I'm doing. Please, just lay down and rest your eyes at least. An hour, that's all I want."

She closed her eyes and sighed. Damn Coulson for knowing exactly how to get what he wanted from her. She knew her father would agree with him and he knew that too. Dammit.

"Holly, it would probably be a good idea to get a little rest. We're under a lot of strain." Steve spoke up. "Doesn't do anyone any good to run yourself ragged." He spoke softly, merely suggesting, showing concern.

Another sigh. "Fine. As long as you get some rest too. Super solder or not, you are just as stressed as me."

"There's another room right next door, ready and waiting." Coulson spoke up. He dropped her hands from her shoulders and gave her a nod of gratitude to Steve. He was magnanimous enough to not show he had predicted he would get his way. "I'll see you both in a bit."

Holly reluctantly moved to the couch and sat down before pulling her feet up after Coulson left. Her sneakers quietly thumped to the floor. "He always gets his way."

"He does seem to be able to persuade people easily." Steve remarked, absently looking at the door behind him as she laid down, her body still feeling like a live wire but her head full of rocks and wet heavy cotton.

 **Steve POV**

"Steve?"

"Yeah, Holly?" He stopped in his motion toward the door and turned to her. He didn't think he'd be able to sleep so maybe he'd just plant himself outside the door so no one disturbed her. No one was going to mess with either of them today. He probably could take on all of Hydra without blinking at the moment. Just anything. Hell, make them pay for everything that led to him being in the ice and putting Peggy through so much pain.

"Can...will you stay? I don't...I don't want to be alone." She asked. She sounded shy and nervous. That alone told him how out of sorts she was. Amazing how Peggy would instinctively know how much they would need each other without her. He could be strong for Holly, as long as she needed him. He failed her once, not again.

He nodded silently but inwardly rejoiced. Closing the door behind him completely, he headed back toward the large plush sofa of the lounge that Coulson had set aside for Holly to rest in, concerned that she needed to rest after so much emotional strain. He toed off his shoes while she moved back so she was against the back of the couch on her side and he lay down next to her, his arm moving behind her as she shyly rested her head against his shoulder. He reached up with his other hand and pulled down the random throw that had been left on the sofa and laid it over them both.

"Thank you." She murmured, her arm going across his chest, her fingertips playing with his tshirt sleeve. If it was wasn't for the circumstances, this would be rather nice. Just taking a nap, cuddling with a pretty girl. He couldn't help but be glad in some small way that like in September, she was comfortable enough to let her guard down with him and rest. She trusted him when she was most vulnerable.

"I didn't really want to go, honestly."

"Really?"

"Yeah. They didn't know Peggy like we did. I know they feel sorry, but they don't know." Hell, he hadn't even known Peggy like Holly did. She'd literally lost her mother. Peggy might not have given birth to her, but she was the only mother Holly had ever known for over 30 years. He'd been sweet on her 70 years ago and shared one kiss in a racing car.

She nodded against his chest. "Yeah. I know they are trying to be understanding, but it's driving me crazy. I know it's irrational but it's exhausting." She sighed, her fingertips absently tracing a vein on his bicep. "But you get it. I know you do."

"Let's try and rest then, okay? Just for a bit."

She yawned and snuggled closer. Coulson had been right, she was wiped out. Not that she'd ever admit it to anyone. "Okay. Just a bit."

 **Holly POV**

Holly woke up to the sound of voices outside and she tensed, for a moment forgetting where she was. Then it came back to her and she shut her eyes tight as the grief washed over. She moved her head a little and saw Steve was still asleep. As much as she was hurting, she knew he was feeling the pain just as much and no doubt torturing himself with the idea of Peggy feeling this pain when he'd been forced to crash that plane all those years ago. She decided that no matter what, she was going to find Bucky Barnes if she had to put up Lost signs on every post and tree and building in the civilized world. It's what Peggy would want. She'd been so upset when it was revealed that the infamous Winter Soldier was Steve's best friend, thought dead. She remembered Peggy repeatedly saying that if she'd had any idea at all that she would have put every resource at SHIELD to bring Barnes home. Holly knew that Dum Dum would have been right at her side too.

She had begun to doze again when the door opened and she kept her eyes shut.

"Aww, would you look at them?" Clint's voice spoke. "Poor kids wore themselves out." Ironic that he'd say that about Steve, considering the man was technically old enough to be his grandfather.

"I'm not surprised. You should have seen how they were clinging to each other at the nursing home. Like the only thing keeping them grounded was each other." Natasha. "It was sad and sweet. Is that possible?"

Strange, such an insight into emotions coming from her of all people. Natasha wasn't normally one to comment on such a thing, always trying to keep an air of mystery and fear around her. But she wasn't wrong. She wondered if Steve saw it that way.

"Yes, it is." Tony. "Agent Carter, Peggy, Aunt Peggy was very important to both of them. She was a very sweet woman and tougher than all of us put together times ten." A sigh. "Come on, let them sleep. They have hard days ahead and we've got to be there for them."

A remarkably mature statement coming from her honorary brother. But he was hurting too. He'd known Peggy as a child long before she'd been born. And then there was the estrangement Howard had insisted on because of the fall out. All because he'd taken great offense to the concern Peggy and her father had for how he treated Tony. But she'd sworn to never tell Tony he was the reason. "Because Avengers are family, sir?" Jarvis.

A pause. "Yeah Jarvis. A strange demented kind of family, but then again, what's normal?"

The door closed and the voices moved away.

"Are they gone?"

Holly couldn't help but snort. "You were awake the whole time?"

A smirk took his lips as he opened one eye and wiggled his eyebrows. "Pretty good, huh? Figured if your honorary brother saw us like this, he'd make use of one of the Iron Man gauntlets on me."

Holly shook her head, sitting up a little. "But he wouldn't if you were asleep?"

Steve shrugged. "I'm told I look very innocent in my sleep. Comes with 70 years experience."

"Yeah. Sure." Holly rolled her eyes and moved so she was sitting back on her legs, rubbing at her eyes. "Fuck my eyes hurt."

"Mine too." Steve said, moving to a sitting position before he stretched. "Think the Director has some eyedrops?"

"Probably. Back in the day, there was a legend around SHIELD that Coulson never slept, he just waited." She doubted Steve's eyes really hurt considering his accelerated healing. Hers probably would have felt a dozen times worse without her own increased healing ability. But maybe it was more of a psychological thing and he didn't even realize they didn't really hurt.

Steve gave a half smile. "So all that stuff they say about that Chuck Norris guy actually got stolen from Coulson?"

"I wouldn't doubt it. Alot of the techs spent too much time putting false data out on the internet and making shit up to distract from reality."

 **Steve POV**

"Are you ready for this?" Steve asked, looking down at Holly as they both slowed down before getting to the doorway for the main lounge of Coulson's HQ where they could hear numerous voices. Coulson had mentioned that all non-essential personnel had been sent home or to another station so the HQ was much quieter than it would be normally.  
Her eyes were wide as she looked up at him, chewing her bottom lip. "Can't avoid them forever."

"We could. Get out of here, just drive somewhere. Anywhere. I've never been to Las Vegas. Have you?"

He mentally cheered as the tiny smile that put on her face and she promptly hugged him, wrapping her arms around him and resting her head on his chest. He immediately hugged her back, pressing his lips to the top of her head. A guy could almost get used to this much affection. He just wished it was for a happier reason. Like world peace.

"Thank you, Steve. I don't know if I could handle this without you."

"I could say the same for you, doll. Come on, let's get this over with. Can I deck Stark if he says something annoying?"

"Not if I do it first."

He felt a smile take his face and gave her a little squeeze before she pulled back. "That I'd pay real money to see. Again." Jarvis had shown him the recording of the infamous punch Stark took from Holly when he returned home from his captivity.

He took her hand and lead her into the room where everyone stopped talking, having gathered around a hodge podge of food collected. Apparently the tradition of bringing food for the mourning was still a thing. Strange since he had no appetite whatsoever for one of the first times since he'd been unthawed. "Hi everyone." He said quietly, almost letting go of Holly's hand except for the death grip she had on it.

Pepper was the first to move, her eyes red from crying. She was one of the most sensitive people he'd ever met which made her ability to handle Stark that much more amazing. "I'm so sorry. Both of you. She was a wonderful woman. Just an inspiration and a very sweet lady." The tall redhead managed to hug both of them together. "Anything you guys need, anything at all. You say the word and I'll make it happen. Okay?"

"Thanks Pep." Steve spoke for them both, wondering just when it happened that they were a "we".

It was only when Barton came over that Holly let go of Steve's hand, immediately being pulled into a strong silent hug by the archer. His one arm was around her shoulders, the other cupping the back of her head, his face pressed into her hair. It was such an intimate embrace that Steve almost felt like he shouldn't be seeing it. Natasha appeared from nowhere at his side and murmured, "He turned off his hearing aids, so make sure he can see your mouth if you talk to him."

"Why did he turn them off?" It'd been a few months after the Battle of New York that he'd learned that their expert archer was actually deaf and the comm he wore in both of his ears doubled as hearing aids. Stark had made him new ones that would never run out of energy and were stronger than most.

"He didn't want to be able to hear Holly cry."

That broke Steve's heart and he turned his head to see Holly wiping away new tears while Barton used his hands to speak to her, even though there was barely a foot of space between them. His eyes were filled with empathy and affection for his old SHIELD partner, his complete focus on her. He wouldn't expect any less, they'd known each other for nearly 20 years. Barton was her Bucky, he wagered their friendship was that essential to them both. Whatever he said, made her nod, blinking. He signed something else and she repeated it, after which Barton placed a lingering kiss to her forehead.

"Hey Sparks." Stark came over and hugged her, sighing. Steve could see the sadness in the man's eyes that he'd shown back in September and before that when they had thought Coulson killed by Loki. Stark wasn't a large man but he engulfed Holly in his arms and she closed her eyes as he held her close. "It'll be okay kid. She's with your dad and Eddie now."

Holly sniffled and pulled back after long minutes. "She said that she was looking forward to telling your father how wrong he was about you. The Battle of New York had her so proud, telling everyone how brave and selfless you were."

Tony sighed and looked up to the ceiling, a silent thanks Peggy coming from his lips. "She was always very generous and patient. Especially with me."

"Not if she didn't believe it, Stark. If Peggy believed in you, there was a reason." Steve spoke up. It still bothered him that Howard had been such a hard man after the war. All that genius and he couldn't figure out how to love his own son. Thankfully, the influence the Dugan family and Peggy had on him as a boy made some kind of impact.

"Hey. Thanks Rogers." Stark kept one arm around Holly before holding out his hand. "I'm very sorry about Peggy. She was a first class lady."

Steve took his hand and shook it. "Yes she ."

"I'm very sorry for your loss, both of you. I wish I'd gotten a chance to meet Miss Carter in person." Bruce spoke up softly. It was obvious that Bruce was feeling uncomfortable and nervous. "The Other Guy doesn't like Tiny Jedi being sad."

"No one does."

The group turned to see a very weary and sad Nick Fury standing in the doorway. Holly broke from Stark and ran to her godfather's arms, the one eyed former director holding her tight, her sobs renewed. Thanks to his advanced hearing, Steve could hear Fury quietly speaking to Holly. "It's alright. Hush now. Peggy was ready. You were there with her, you helped her. Shhh. It's alright. I'm right here."

Steve turned back to see most everyone looking on the scene with sad eyes, though Pepper was crying again, Coulson being kind enough to hold her since Stark was focused on his pseudo little sister, his jaw clenched. No doubt he hated seeing her upset and not being able to make it better. Hawkeye had turned away and was signing to Natasha who watched for a moment before focusing on the archer and signing back to him.

"Hey Steve."

He turned his head to see a very subdued Maria Hill, dressed casually in jeans and a Stark Industries tshirt. She must have come down with everyone from New York last minute. She looked tired and drawn. He wondered just how much she was mourning Peggy, considering how long she'd been in SHIELD and how high she had risen. "Hi Maria."

"How are you dealing?"

He shrugged, looking back to where Holly was wiping away the tears she'd shed, nodding to what a very sad looking Nick Fury was telling her.. "Not really sure. I don't know if it's hit yet. I'm more worried about her." He nodded toward Holly. "She just lost her mother, I can't really compare how I'm feeling to that. I've been there and that kind of pain is overwhelming."

Maria nodded. "I get what you're saying but you don't have to quantify grief. It is, as they say, what it is. Peggy was very important to many people. When Fury made me his second, she called me. Gave me all these tips about how to deal with men not wanting to take commands from a woman. People forget what she had to fight through to create SHIELD. The barriers she broke."

Steve nodded, remembering the stories Peggy told him about the harassment she faced with the SSR and the limitations people tried to put on her for being a woman. He wished he'd been there to set a few of those asses straight but realized that to make any difference, she had to do it on her own.

"I remember her saying that keeping those damned Dugan boys and the rest of the Commandos from killing anyone who looked at her funny was a full time job. You didn't mess with Peggy when they were around." Holly interrupted softly, from Steve's left. Fury was by her side, the man looking like he'd lost family as well. Considering how long the man had been with SHIELD, he no doubt knew Peggy since before Holly was even born. Steve gave the man a nod, which he returned. "She appreciated their support, but she wanted to accomplish things without her own squad of misfit hitmen."

Steve saw both Maria and Agent May smile and nod. Both were old enough to have at least potentially known her father, if not Dum Dum. "She had her hands full."  
"We've already been getting emails and calls from governments and agencies all around the world, Holly. And get this, Queen Elizabeth is going to have a national day of mourning for Peggy for all the United Kingdom."

Holly's eyes widened and she blinked. "Wait, you talked to the Queen?"

"No, I talked to the head of MI6. But there's a chance you might talk to her. Apparently Peggy talked about you on her last few visits back. The Queen was really impressed."  
Steve saw her chin tremble and she put her hand flat to the top of her chest, swallowing. He looked to Barton who nodded and went over to get a bottle of water.

"She...she told the Queen of England about me?"

"You were her little girl, Holly. Every proud mother brags about their children." May said softly. "You gave her so much to be proud of."

"I..."

Barton handed her the water before signing probably the equivalent of what Steve was about to say. "Take a drink, doll. It's alright."

She nodded shakily and took a long sip. "Sorry, I just..."

"No apologies today, Holly."

Another silent nod. It was obvious she didn't trust her own voice at the moment.

"Want to try eating something? Just a bit?" Steve asked softly.

"Not hungry." She murmured. "Can I see the emails?"

Coulsen lit up. It was giving him something to do to help, even if it was something small. "Yeah, sure! He turned to where Skye had been snacking on the food laid out. "Skye, can you get a tablet with those emails?"

"Sure thing boss."


	20. Chapter 20

**Holly POV**  
Steve silently held the door open for Holly and she stepped inside his DC apartment to find it smaller, but not that much different from his apartment back in Avengers Tower. Or the temporary housing near Brooklyn that he'd had before the Battle of NY. The damage caused by the Winter Soldier, shooting Fury through the window had long been repaired. She refused to say it was Bucky Barnes. If anything, the apartment just looked like it felt. Lonely.

"I know it isn't much." he apologized, carrying in both of their go bags as well as the specially made bag that held his shield. "I'll go out in the morning to get some food. Or we can go together if you want."

She turned and looked at him. "It's fine. It just...well it feels lonely. Did you just sit here alone when you weren't on missions with Nat?"

He shrugged, closing and locking the door, putting in the security code as well. She recognized the system as the same one she'd gotten installed in California after SHIELD fell. Apparently she wasn't the only one that Tony had been looking out for. "Not always. I took a lot of runs around The Mall. Rode my motorcycle a fair bit. I kept busy. Watched television here and there when I found something I could follow without having to look up stuff. Documentaries are fantastic things."

"And you visited Peggy." She sighed, the pain still a heavy weight in her chest. She rubbed at her eye and stopped at the gritty ache from the amount of tears she'd shed already. "I was the one who got to tell her that they found you. Did you know that?"

Steve shook his head, but didn't look that surprised. "No, I thought maybe Coulson or Fury told her."

"No, it was me. I was in California when you were found. It was right after everything happened with Tony and Hammer, the whole thing with the Expo. When he found out about all of us being SHIELD agents. I got called in to help when everything went down because of my familiarity with Tony and his technology. Bavaria wasn't my first experience with robots."

"I thought that was when everything happened with Thor, losing Mjolnir and being in New Mexico."

Holly sighed, taking a seat on his couch. "It gets confusing. You were found right after everything with Thor which happened right around the same time as the Expo. Coulson flew straight from New Mexico to New York, where they thawed you."

Steve joined her on the couch. "Go on." Had Peggy never told him this story? Or was it that he wanted her to talk about good memories with Peggy?

"Well I'm in California, commiserating with Natasha about what a pain in the ass Tony can be, mostly because he lost his mind when he found out about me being in SHIELD. I can't remember him being so angry in my life, let alone ever really angry at me. So I get a call and it's Coulson and he could barely get the words out." She smiled faintly, remembering how excited her handler had been and how the news had helped with the sting from Tony's angry rantings. "Then he said the words. Holly, we found him! We found him!"

"And you knew he meant me?"

"Sweetheart, there are very few things on this planet that will get Phil Coulson to break his cool. One is someone messing with Lola. Another is people going out in public in their pajamas. But the biggest one is anything involving Captain America or his Commandos." She shook her head. "You could almost hear him grinning. We found Cap, Holly. He's alive! He's alive!"

"But because they took me to New York, it wasn't like you could come and see for yourself." Steve said with understanding. He didn't know how she almost did, part of her just as excited as Coulson.

"Yeah, so I did the next best thing. Got on the next flight to Washington. Showed up at Peggy's room in the middle of the night. I didn't even have to say a word. She just..." Holly swallowed, emotion getting to her. The memory of the hope and expectation on Peggy's face. She'd looked so young in that moment with just the light from the hall illuminating her. "She just sat up and said, 'They found him?'"

Steve held out his arm and she took the invitation, snuggling up to his chest and taking in the comfort as he wrapped both strong arms around her. A small part of her told her not to get used to this, it was only while they both dealt with losing Peggy. "She never gave up on me."

"Never. None of the Commandos did. And especially not Peggy. She never gave up on me either. Even after I told her I was pretty much leaving active SHIELD service, she told me that one day I would be back, when I had time to heal. That she was proud of me for making a difficult decision for the right reasons." She sniffled.

"She was always proud of you, Holly." Steve murmured, giving her a squeeze with the arm he had wrapped around her. "I called her, after we went into the city for the first time. I told her how brave you were, how you insisted on going right to where the Towers had been. And she said she knew that you would make it there and she wished she could have been there for you." He sighed, pressing his lips to the crown of her head.

"She knew everything, it felt like. Like after we talked about you being found, I told her about Tony's reaction to learning about my family and SHIELD. I was sure that he'd never forgive me, that was it. I'd lied to him my whole life and now he was gone." She pulled back a little, taking a deep cleansing breath. Just thinking about how angry but mostly how betrayed Tony had been that day still hurt. "But Peggy was adamant that Anthony, she never called him Tony, that he would come to realize the reasoning for it all and to give him time. That Jarvis would explain it to him if need be."

"Peggy knew Jarvis?"

Holly nodded. "Yeah. Both the AI and the butler slash problem solver that Howard employed. He died a year before I was born. Tony had a version of Jarvis at Peggy's nursing home for her. He even sent a sentry suit after SHIELD fell."

"I guess she was right on the money about Stark coming around."

"Pretty much. Pepper told him off and then Coulson made a quick trip after you first woke up to lay everything out for him. Gave him a redacted version of our files, so he could understand it all. He flew here from Malibu to apologize to me for being like that."

"I think the only people he apologizes to are you and Pepper."

She smirked. "Yeah. I think Natasha scared him into an apology once. Maybe Nick too."

"That I could completely see."

 **Steve POV**

After long minutes she spoke again. "What was it like, the first time you got to see her after you were thawed? I mean, it had to be a shock."

Steve thought about it, his chest tight as he remembered the joy on Peggy's face and indeed, the shock of seeing her at such an advanced age while he hadn't aged at all. It had been right before the Battle of New York so he was still trying to wrap his head around it not being 1945 anymore. He'd almost been afraid to ask about her since he'd learned that the rest of the Commandos had passed, Dum Dum being the hold out. As always. And then Fury had asked him if he would like to see her.

"You don't have to. I know some things are private." She said softly, making him realize he'd gotten lost in his own thoughts.

"Sorry, I just got lost in my head. It was before everything with Loki. I honestly didn't think...I guess I assumed she was gone like everyone else I'd known. I didn't ask, I didn't dare. I mean, Dum Dum had been gone 20 years when they found me and he was the oldest next to Colonel Phillips. I just figured that I'd just missed her. Then Fury asked if I'd like to go see her."

"That was after you spent time at the cabin, reacclimating?"

He thought about the isolated cabin where he was able to come to grips with what had happened to him and begin understanding the world he found himself in. New York, let alone Brooklyn were almost completely different than what he remembered. "You know about the cabin?"

"Yeah. I've spent time there with some of the mutants and metas that I've helped. That's mostly why we had it. The isolation helps calm. It's nice. Quiet."

He nodded. "Yeah it is." A pause. "I was actually a bit afraid to go and see her, you know. I didn't know anything about what had happened after the war so I didn't know if she had married, had a big family or what. Hell, even if she remembered me."

"Sweetheart, she never ever would have forgotten you."

"I know that now." He gave her a squeeze. "I remember insisting on bringing flowers. And I walked into the room and she was sitting by the window. She was nearly 100 but her eyes were the same. The exact same." He paused, swallowing. "She looked at me and said, you're late."

Holly no doubt knew what that had meant from when he'd gone to rescue Bucky and she made a little noise. "And you said?"

"There was a line at the florist. Can't show up at my best girl's place without flowers." He choked, thinking of how she'd never stopped loving him, how she'd fought for so many years in his name. And now she was gone.

"Oh honey." Holly moved so she could wrap her arms around him and he rested his head on her shoulder, trying to not cry. The balance of strength passed between them easily and wordlessly. "That's so sweet. She loved you so much. She was so proud to have known you."

"I just...part of me wishes that...is it wrong that I feel awful that she never got married or anything because of me? I mean, she had no way to really know I was out there somewhere. And then there goes her whole life."

"Steve, you were always with her." Holly put her hand on his chest, above his heart. "Peggy was devoted to the work you began together. She wanted to make sure that the world you sacrificed yourself for was worthy of that sacrifice. There's a reason it was named SHIELD and not left as the SSR. And no, she never married but she had children, of a kind. Besides myself and Eddie, she was like a den mother to so many agents. That's why May reacted so strongly today. Peggy recruited her."

He sighed and relaxed back into her embrace and she took the moment to press a kiss into his blonde hair. He was very thankful for Holly in that moment. He wasn't sure he could have made it through it all alone. Just like he wouldn't have been able to handle what he'd thought was Bucky's death without Peggy and the Commandos supporting him. "I can't say I'm going to miss her. I already do."

"I know sweetheart. Me too."

 **Holly POV**  
"Steve, it's fine. I can sleep on the couch. It's a nice couch." Holly moved toward the sofa, dismissing Steve's apology for not having a guest room in his apartment. Why would he? He didn't know anyone really, let alone to have them visiting long enough to need a place to stay.

"Holly, no. I mean...damn it." He moved forward and put his hands on her arms. "I want...I mean, I think it would be nice..." he sighed "I was thinking we could share the bed. Like when we shared the couch back at Coulson's? I just...I'd like you there. If you want."

It was adorable how flustered he was getting just trying to ask her to share his bed with him with the implicit reason of just sleep. The same man faced down Nazis and aliens and entire secret agencies but this was what threw him. He looked supremely embarrassed, rubbing at the back of his neck and not meeting her eye. She had to remember that his sensibilities were still from 70 years ago. Not that people didn't sleep together back then, but Steve was very much a gentleman who even now, had no idea how to talk to a woman. Peggy would be laughing her head off that some things hadn't changed.

"Okay." She said quietly, never imagining that he would ask her to do such a thing and very thankful at the same time. The last thing she wanted was to be alone. The fact that it would help him just as much as it would help her made her feel like she was 10 feet tall.

"Okay?" He repeated in disbelief, his blue eyes wide and surprised. Like he'd expected her to say no or be offended or something. Ironically, he was probably the safest guy she could ever share a bed with because he was just that kind of guy.

"Yeah. I wasn't really looking forward to trying to sleep on my own." She gave him a small smile. "And we did promise to look out for each other."

He gave her a brief brilliant smile. "Yeah we did. Do you have anything to sleep in? I know we didn't realize we'd be staying down here when we left this morning."

She shook her head. She was still trying to wrap her head around the fact that just that morning she'd been in her Avengers' Tower apartment and had no idea how fundamentally her life would change. "No, I don't, honestly. Just another change of clothes. I'll have to go out and get something for...you know...the.." Her words fell over each other as she desperately didn't want to say the word funeral because it would bring reality down around her ears. The last couple hours of just watching TV with Steve had been an amazing distraction from the heartache. She could just pretend that they came down to DC to sightsee or to get away from the city.

"Hey...hey." Steve moved forward and took her hands in his. "We don't have to worry about that right now. One thing at a time. Would you be able to sleep in one of my shirts? Would that be enough?"

She nodded, looking up at him. "Yeah that should be okay."

Steve looked up from the bed where he'd just changed the sheets and everything when he heard the bathroom door open. The vision before him took his breath away. There Holly stood, wearing a t-shirt from the Smithsonian that he'd bought on a whim that said Howling Commando across it. It was his size so it was like a tent on her, the sleeves nearly to her elbows and the bottom reaching to just above her knees.

Her hair was down, her face freshly washed and with his enhanced senses, he could smell his toothpaste. He honestly couldn't decide if she looked adorable or strikingly sexy in his clothes. And strangely enough, he didn't feel that guilty because Peggy would have teased him and said he was still human, remember?

"Steve?"

Then he realized he hadn't said anything and was probably staring. Now he felt fully guilty. "Oh hey. Yeah. Umm, you look cute. I mean, nice, in my shirt. I mean in that shirt."  
She gave him a soft smile, looking down at the shirt. "Hope you don't mind me picking this one. Just felt right."

"What's mine is yours." He waved to the bed. "Why don't you get in and get comfortable? I'll be just a minute."

When he shut the bathroom door, he turned on the faucet and splashed the ice cold water on his face. What was he doing, even noticing anything about Holly right now? Peggy just died, for the love of Pete. He understood people did strange things in grief, but he was not going to be one of those people who used some kind of sexual intimacy to avoid dealing with it and up making things more complicated. That seemed to be a thing these days from what he'd seen on television and movies.

He was going to be there for Holly and if some time way down the road when they both came to grips with their grief she wanted to go have dinner as something more than friends, then he'd be more than happy to take her out.

If he survived tonight that is. He was only human and she was, well, amazing. Something she made him realize more and more since the day they met.

He walked back into the bedroom to find her tucked into his bed, looking at a tablet. She looked up and gave him a soft smile. It was striking how domestic she looked and strangely how comfortable. It warmed his heart, knowing she felt that kind of ease around him. "Do you prefer a side?"

He shrugged and considered telling her the last time he'd shared a bed with a woman had been when he'd had pneumonia for the third time in a year and his mother was resting with him to help him breathe because they didn't have enough pillows. But that sounded a bit weird for a grown man to say. "I'm not picky. Do you have a side?"  
"If you don't mind, can I have the left? I kind of liked listening to your heart beating this afternoon. Comforting. Is that strange?" Now it was her turn to be a little bashful and look away. He found it endearing.

He smiled and walked to the right side of the bed. "Not in the least." He slid under the blanket and sheets, trying not to show any nervousness. Part of his brain kept reminding him that she wasn't wearing pants or shorts or anything. Her bare legs were right there.

"Want me to get the light?" She asked softly, putting her tablet to the bedside table on her side. Her side. That was a strange thing to think.  
"I can get it on mine. Do you have enough pillows?"

She smiled. "You're my pillow, sweetheart."

He was quick to turn off the light so she didn't see him turn beet red. A bit of movement later and they'd gone back to the position they'd been in back on that couch. She resting with her head on his shoulder, arm across his chest, his arms wrapped around her. A guy could get used to this.

"Thank you Steve, for letting me stay here."

"It was this or we both going to Stark's hotel." He wasn't about to say that he was pretty sure there'd be no way they'd be resting like this if they were at the hotel.  
Her fingers traced absent patterns on his arm. "I like it here better. Quiet. Just us."

 **Holly POV**  
Holly woke up confused. The bed she was in wasn't hers and a deep breath instantly told her it was Steve's bed. She could smell his soap and just him. Her memory returning to her, she was confused to find she was alone in the bed. She sat up, looking around. The bathroom door was open but the light was off. Listening carefully, she didn't hear the TV or his voice. Where was he?

She got out of the bed and carefully stepped out of the bedroom, not turning on any lights in case something had managed to happen while she was sleeping and somehow left no signs behind. Turning the corner, she let her guard down. Steve was standing in his big picture window, looking out onto Washington.

She watched him for a moment, curious as to why he'd gotten out of bed carefully enough not to wake her. The light from the streetlamp outside illuminated him softly and not for the first time since she'd met him, she thought to herself what a handsome man he was. Then she heard the very slight sniff and his hand rising to rub at his eye. That was why he was up.

She wasn't sure he'd heard her yet but with his enhanced senses, she didn't have to worry about surprising him so she simply padded up behind him and wrapped her arms around his chest, resting her head against his warm tshirt-clad back. Her hands just barely reached each other and simply laid flat against his torso. He let out a slight chuckle and covered her hands with one of his. "Not afraid to sneak up on me?"

"You wouldn't hurt me and you knew I was there anyway." She murmured, closing her eyes. He was so warm. Some illogical part of her mind thought that he would be cold because he was sad. Silly, but she still thought it. "Why didn't you wake me up honey?"

"No need. I'm alright."

"Hey." She gave him a little pinch. "No fibbing to me. What happened? Bad dream?"

He sighed and his head dropped. "Yes."

She let go of her hold on him and moved so she could see his face. He still looked haunted in the very faint light. She reached out and took his hand. "Let me do what I promised Peggy, Steve. Tell me so I can try and help."

He looked back out onto the city. "It's stupid. I know it was a dream but it felt so real. It was so damn real."

"It's not stupid if it bothered you. Tell me. Was it about Peggy?"

"Partly. I don't remember all of it, it's fading. Thankfully. I think I've had it before. But I remember that I stepped outside from somewhere and I was alone. Completely. I walked right down Pennsylvania Ave and there was no one. Nothing but crickets and then I was in this endless cemetery and I knew that I was the last man on earth. That I would always be alone because what they did to me, what I volunteered for would have me outliving everyone. The kid who couldn't walk a block without getting winded or getting his butt handed to him, now Captain America, the last man on earth."

Holly's heart broke as she heard his voice tremble. She wondered if he was bothered by the fact that he aged incredibly slowly, even without being frozen for 70 years. And he had woken up to find nearly everyone he had known was dead. Now with Peggy passing, that fear had come back. It would scare her too.

"That sounds terrifying." She consoled. "But you know that's not true, it won't happen. I promise you."

"How do you know? We've both experienced things we thought would never happen."

"Because you are not alone. Come on, you heard Tony of all people say it today. Avengers are family. You'll always have the team. And there's your friend Sam and Coulson, Maria too. And you have me. You promised to always be there for me, so that means I've got to be there for you too, right? And Peggy raised me to be even more stubborn than her and I have some of the serum. I'm not going anywhere, Captain."

He closed his eyes and a small smile took his lips. "I know I've said it before, but you are a special kind of lady."

"Thanks." She smiled to herself as he initiated the hug this time. She held on to him tightly, reassuring him that she was right there, not going anywhere. "Now come on, you need to try to sleep and I need my new favorite teddy bear."

He rolled his eyes and shook his head as she led him by the hand back to his bed. It was a bit surreal, considering she wasn't wearing much, just his tshirt. He got into the bed and she got on the other side. She nudged his arm. "Turn on your side, sweetie."

He looked confused but did it and she scooted in right behind him so her front was to his back, though her feet barely reached his knees. She put one arm under the pillow while the other snuck under his arm and crossed his chest. Resisting the urge to nuzzle his impossibly long neck, she murmured, "Is this okay?"

A moment. "Yeah. It's nice."

"It's called spooning."

He snorted. "Yeah, I know what it's called. Back in my day, it was called staying warm in a freezing cold apartment."


	21. Chapter 21

**Steve POV**  
Steve woke up confused. He smelled bacon and coffee, that meant breakfast. Who was making breakfast? And then he realized he was alone in the bed, which normally would be, well, normal. But after yesterday, his world had taken a tumble with the loss of Peggy. His heart clenched and he took a breath before tossing off the sheets and doing the necessities in the bathroom before padding into the kitchen. He assumed he would find Holly there doing the cooking that was making his stomach growl even though in his heart, he wasn't hungry.

Instead he was met with a strange sight of Holly sitting at the dinette table while Banner was at his stove, whipping something in a pan and Coulson was putting something in the refrigerator. There was a plate of what indeed was bacon on the counter near the stove. When did this happen and how did he sleep through it? He'd been told he was a very light sleeper since the serum. Maybe he'd been so exhausted or so comfortable with Holly there that he actually slept deeply?

"Oh hey. Morning Steve." Bruce saw him first and gave him a nod, both hands engaged at the moment with making scrambled eggs. "We have some coffee if you want it. Bacon too. I'll have this ready in a few."

"Oh uhh, yeah. Thanks. Morning."

Holly gave him a strained smile, still dressed in just his tshirt, a cold bottle of Pepsi in front of her. She'd been so lost in her own head, her fingertips absently wiping at the condensation that even with her skills, she hadn't realized he was there until Banner spoke. "Hey sweetie. I woke up early and didn't want to wake you or just leave you alone, so I called Coulson and he and Bruce did a little shopping so we would have some breakfast." She got up and took out a mug from the cabinet, the shirt riding dangerously high, making Steve force himself to watch her hand. Apparently she had no qualms about being half dressed around either of the older men. Then again, Bruce was essentially her doctor and Coulson had known her since she was a teenager.

"I appreciate that."

She poured his coffee and set it down on the table, waving him over. He could see the strain in her eyes, the way she was holding herself. He reached out and gave her hand a squeeze, making her look up. Their eyes met and he didn't have to say anything and she nodded in understanding.

"Hope you don't mind me taking over your kitchen, Cap. But I wanted to get a break from the Koenigs. They've been following me around like dogs, waiting for me to turn into the Other Guy and wreck Coulson's place." Bruce explained, adding a dash of salt to his pan.

"You didn't go to Stark's hotel?"

"Nah. Figured I could help Leo distract Jemma and look at some of the stuff she's been working on lately. Tony was bugging May about upgrades for the Bus until Pepper dragged him away."

"Probably saving his life." Holly quipped, a vague smile coming to her lips.

"No doubt." Coulson joked.

"I have some scrambled here, do you want some pancakes too?" Banner showed Steve the very ready eggs. The scientist had told him once of how he enjoyed cooking because just as much as there was an art to it, it was a science as well.

"Just the eggs are fine. I'm not hungry, really." He honestly didn't want to eat anything but his mother hadn't raised him to be rude or to waste food.

Holly's hand rested on his arm. "Steve, you have to eat. Especially with your metabolism. At least some toast with your eggs? Maybe a piece or two of bacon? It's the way you like it, barely crispy."

He looked up at her, her eyes concerned. It was amazing how quickly they'd gotten into the rhythm of taking care of each other, the ebb and flow of it. "Only if you do too."  
"Sir, yes sir." She saluted with a wink.

Once everyone was seated and had food, Coulson spoke up. "How are you two doing? Get any sleep last night at all?"

Steve looked to Holly. Why would Coulson automatically assume they hadn't been able to sleep? Or was he assuming something else? Wouldn't he be concerned that they had rushed things in their grief? Wouldn't that have Coulson looking at him in disapproval for taking advantage of Holly?

"Oh. That's more me. I have a tendency to not sleep when I'm upset. Usually resulting in someone creatively dosing me with sedatives." She turned her head back to Coulson, sitting across from her with a pursed look.

"It was one time and I wanted to test the new microdarts." The man defended, putting butter on his toast. "I caught you!"

She said nothing and still continued the look.

"That was not me, that was Barton." He put down the knife and dismissed the whole thing with a wave of the hand.

Still the look didn't change.

"Are you still mad about that? Geez." He rolled his eyes and took a bite of his toast.

Banner looked between the two before looking to Steve. "Are you as lost as I am, Cap?"  
He nodded, scooping some of the eggs onto his toast. "Yeah, but you get used to it after a while. Thanks for making breakfast."  
"Not a problem. It's a nice place you have here. Very retro."  
"Compared to the Tower, yeah."

"I like it. Much better than the apartment I had when I was at Julliard." Holly spoke up after taking a long drink of orange juice. "Remember that hole in the wall?"

Coulson nodded with a grimace. "It was about half the size of this place and in a very nasty neighborhood." He took a drink of coffee. "Your dad had me stopping by nearly every week to make sure it hadn't collapsed or worse."

Holly nodded. "Yeah. One of my neighbors thought you were my overprotective father."

The elder man sighed. "I would have been 15 when you were born."

"I know. 1965 was a good year. You, then 2 months later Tony and two weeks after that, Eddie." She looked to Banner. "And then 3 weeks later, little bouncing baby Bruce."

Banner gave her a half smile. "Well 1980 had it's moment."

"Thank you sir."

They ate quietly for a few minutes before Coulson spoke up. Steve was able to imagine for just a little that they were just friends sharing breakfast like any other day. He didn't want to admit it but the food was really hitting the spot. He didn't even protest when Holly nonchalantly slid two more pieces of bacon onto his plate with her fork. "What's on your agenda for today?"

Holly looked to Steve and he shrugged. He had no idea. "I don't know. How are the arrangements coming?

"  
"Today's Tuesday, it looks like everything will be Friday. There are going to be a lot of people coming in. Security will have to be pretty tight, even for Arlington."

"Because of us?" Banner asked, sheepishly. What he really meant was would it be because of him.

Holly spoke up before Coulson could. "Peggy founded SHIELD, Bruce. Alot of people out there didn't appreciate it. And with SHIELD files public and her connection to Steve, well, there's potential for trouble. Especially with her being the last surviving founder."

Steve clenched his jaw. "Hydra."

"Potentially. She had a long career and you have to consider the careers of the people in attendance. I'm sure there are people out there who wouldn't think twice about trying to take me out there." Holly spoke up, like it was nothing to theorize that someone might be plotting her death.

"They are not going to touch you." Steve almost growled. The idea that someone would use a funeral to assassinate someone for something they did years earlier infuriated him. But to think of someone trying to hurt Holly, let alone at her adopted mother's funeral just was too much. His mind flashed to Bavaria, her scream of pain, the blood on his shirt after she ripped her sutures on the plane. He barely registered that he was bending the fork in his fist. No one was going to even look at her wrong. He'd make sure of it.

"Hey, hey." Her voice was soft and understanding. "That's why there's going to be extra security, Steve. It'll be fine. Okay?" She touched his arm. "Besides, I've been in a scrap or two. I think I can handle myself."

"I know you can, just the idea of it." Then a thought came to him that was like a bucket of ice water on his anger. "Do...do you think there's a chance...could Bucky be there?"

Holly's eyes widened and she looked to Coulson who shrugged. "I guess it would depend on if he's in the neighborhood, where his thinking is at." Her hand squeezed his arm. "Sweetheart, we don't know if he knows who he is or what year it is. Maybe if he hears her name or hears about her connection to you, there's a chance." She paused. "Please don't get your hopes up though."

He nodded. He'd done that too many times in the last year only to be bitterly disappointed.

"Just the same, we'll make sure no one approaches or harasses him if he does show, Cap." Coulsen spoke up. "I'll see to it that his photo is shown around so they know what to look for."

"Thank you, Director." He looked down at his half finished plate. "I just...Peggy helped me get to Bucky when...when he was taken by Hydra to start with. It would just be ironic if she somehow helped me get him back again."

Holly's hand silently squeezed his arm.

"Holly? What's wrong?"

She looked up at him, blinking rapidly. "Huh? Oh, nothing. I'm fine."

"Bull." He touched her chin to make her keep eye contact. "No fibs."

She sighed and held up a jar of something called Nutella. They'd both decided it would be good to get out of his apartment so a rental car was dropped off and they'd driven around before deciding to get a few groceries for the next few days in Washington. He was still kind of shocked at how matter of fact and without any discussion, they'd decided to just stay at his apartment together. And the fact that no one else seemed to think it strange or unusual. Natasha had even stopped by with a bag of clothes for Holly, realizing no one had thought to pack anything for her before leaving from New York. Other than the occasional call or message, they were being given their space. And he was incredibly thankful that she was willing to stay with him. He'd be losing his mind otherwise.

"Peggy loved this stuff. Couldn't get enough of it."

He took the jar and looked at it. It was some kind of chocolate and hazelnut spread. "Must be good. Do you like it?"

She nodded. "It's great with graham crackers. I'm surprised I didn't leave crumbs and marks on my student's papers constantly. It's good grading food."

It was funny how he had to remind himself that just a couple months ago she'd been a professor and still technically was. "Alright, why don't we pick some of those up too? I wouldn't mind trying it, if you both liked it that much."

She gave him a weak smile as he dropped the jar in the cart. How long would it be for her to not be reminded of Peggy in every little thing around her? "Were you shocked the first time you went food shopping in a modern grocery store?"

He nodded. "Oh yeah. Just the produce section had me in fits. So many different kinds of vegetables and fruits from all over the world. The selection and quality were amazing. I nearly filled an entire cart that first trip. Did Natasha ever tell you about one of the first times I got her to laugh without trying?"

"Oh, when you asked her if she'd ever had a Kumquat?"

He grinned. "Yeah. I guess I didn't pronounce it right. She's never let me live it down."

"That's cute. I guess people today don't realize just how lucky they are."

"That's for sure. I mean, look at all the meat you can have and you don't have to ration it or anything. And different kinds of milk? It baffles me."

"I wonder if the pre-serum you would have been able to eat a lot of this stuff, since you were allergic to so much."

He shook his head. "I don't know. I do like not having allergies anymore, that's for sure."

"And microwaves are better than boiling everything."

"Except when you don't time it right and a potato explodes inside." He sighed and hung his head. "I've gone through a few appliances during the learning process."

She let out a soft chuckle that was music to his ears and wrapped her arms around one of his as he guided the cart, resting her head against him. "I've heard a few stories. Something about a toaster being nailed to the wall with your shield?"

"Oh come on, that happened once! It was right after New York, I hadn't slept. When it popped up, it was...it was instinct!"

"I get that. When I was in that crappy apartment when I was at Julliard, one of my neighbors had gotten this really obnoxious alarm clock. Loud enough that it woke up half the building and he could sleep right through it, for as long as it would go off. There was one morning, I'd just gotten back from a fight over in Hell's Kitchen and just passed out on my bed in the wee hours."

Steve cringed. "I think I see where this is going."

"I might have been asleep for maybe an hour? And that damn alarm clock went off. Not at the normal time either. I guess my body was still in battle mode because I might have accidentally pushed out with my ability against the wall and I guess it was hard enough to knock his bed with him in it to the other side of his apartment."

His eyebrows rose. "Oh wow."

"Yeah. Cracked the wall and everything. Daddy was very impressed, Fury not as much. Managed to cover it up by saying there'd been a burst pipe or something. Some bullshit that the idiot and the landlord fell for."

Steve chuckled. "Okay, note to self, don't surprise wake up Holly."

She laughed. "It was a one time thing."

"I've noticed you don't use your ability much. Can I ask why?" He spoke softly, no doubt not wanting the other shoppers to overhear. One never knew who might be an anti-mutant whack job. Not that he'd let them get within a foot of Holly or spew one word of bigotry at her.

"Mostly to keep from being outed. I'm not ashamed of who I am, but you don't know how people will react. I've been disappointed more than once finding out about someone's anti-mutant bigotry. I also don't want to rely on it and then be at a loss when I can't use it or worse, accidentally use it in full few of civilians or students." She shrugged as they moved down another aisle filled with dried pasta and canned goods. "I do practice with it but since I'm not exceptionally strong, it's not something I have to worry about losing control over like many other...gifted people."

Steve nodded, his eyes scanning all the tomato sauces. He wondered if any of them could be as good as Mrs. Piscadelli's when he was a kid. She was an old Italian widow who lived down the block and had no issue with feeding just about any kid who came to her door. "Unless you are rudely awakened."

"Yep. Then watch out world!"


	22. Chapter 22

**Steve POV**

Holly stepped out of the bathroom into Steve's bedroom where he'd quickly changed into his suit. It was remarkable how incredibly close they'd become in just a few days, supporting each other over their shared loss. While nearly everyone else stayed at either the SHIELD HQ or a luxury hotel that Stark owned, Steve had just silently brought Holly home to his DC apartment, borrowing a motorcycle from Coulson. He wasn't sure he would have been able to handle the last couple days without having her there to take care of and to take care of him. And though he'd never really shared a bed with a woman before, it was a comfort to have her there. A comfort he'd miss once they were able to breathe and start to move on.

He looked up, struggling with his tie, neither of them getting much sleep with the funeral that morning. She wore a classy but subdued black dress, her hair down and held back with a silver headband, her only jewelry a silver chain with a single pearl. She looked to be wearing a touch of makeup, no doubt to cover up the darkness around her eyes from all the tears she'd shed. Steve couldn't help but be stunned at how sadly beautiful she was and be confused as to why the necklace looked so familiar.

"Do...do I look okay?" She asked, looking down and smoothing out an invisible wrinkle.

"You look beautiful, Holly. Very respectable." He sighed, his thumb nearly getting caught in his tie like a Chinese fingertrap. He didn't feel right wearing the modern style army dress uniform and he didn't have his old one since it was on display at the Smithsonian and they were still mad at him for stealing his old Captain America uniform. Stark had been kind enough to send over a nice classy black suit with a dark blue shirt and tie. Something told him it was Coulson who'd added the touch of the pin on the lapel being a tiny version of his shield with a black band of mourning across it.

Her lips twitched up slightly and she stepped over, her high heels allowing a few extra inches of height. "Let me do that." She reached for his tie and he dropped his hands. "You are too tired, that's all. Maybe we'll be able to sleep better tonight. When she's with the family."

"I've gone longer without sleep. Good sleep that is. I'm just out of sorts." He paused, trying to look down at her while holding his chin up as her nimble fingers did his tie. "Why do I feel like I've seen that necklace before?"

Holly finished his tie and stepped back a little, her fingers playing with the pearl. "Because you probably have. It was Peggy's. She gave it to me when I became an Agent. I'd always loved it when I was a little girl and she'd let me play in her jewelry box." Her chin wobbled and her voice choked on the last few words.

Steve reached out and gently touched his fingers to hers, over the pearl. "Focus on the good memories. She must have been over the moon when you became the youngest agent."

"She was." Holly whispered.

He pulled her close and held her so she could get herself under control. Today was going to be one of the toughest in both of their lives. He'd almost rather go take down a Hydra base than have to say goodbye to Peggy. A knock on the door interrupted them. "That's Sam, my friend who helped us during the whole thing with the Helicarriers and Bucky."

"Falcon, right? He's a vet and counselor with the VA?" She took a cleansing breath, carefully dabbing at the corners of her eyes.

Steve nodded. "I wish you were meeting him under better circumstances. Come on."

He led the way to the door and opened it to see Sam dressed in a dark suit, his brown eyes sad and concerned for his friend, a pair of sunglasses tucked into his pocket. Steve hadn't known the young Air Force flyer for all that long, but he was a good and loyal friend. "Hey man."

"Hi Sam. Thanks for getting us. I appreciate it." Neither of them had wanted to deal with Washington traffic on a day like today.

"Anything for you man. I'm really sorry about Peggy." He looked and saw Holly. "Are you Holly?"

"Yes, hello." Holly held out her hand.

"No girl, I've heard so much about you from Peggy, I have to hug you." And with a nudge aside to Steve, Sam moved in and gently hugged a confused looking Holly. "After everything last year, to help Steve out and everything, I visited Peggy at the nursing home. She told me stories about the war, about forming SHIELD. And she told me all about her little girl." He took her hands in his and looked her in the eye. "She loved you with everything she had and know this, she will always be with you."

Holly was struck silent for a moment before giving Sam a strained smile. "Thank you. Thank you for visiting with her, for caring."  
"I just had to find out what she ever saw in this goofball." He joked.

Steve rolled his eyes. "The world may never know." He turned to Holly. "Do you have everything you need?"

Holly nodded, reaching out and grabbing a small clutch that had been sitting by the door. "Tissues, eyedrops, taser, gun and kitchen sink." She paused. "Oh and my staff." She patted her hip. The slight flare of the dress hid it from notice, no doubt strapped to her thigh. The gun was in her back holster, he'd felt it when he hugged her. The taser was probably built into her clutch.

Sam's eyebrows went up. "Honey, we're going to a funeral, not a fight."

"Peggy was a founder of SHIELD, Sam. She made a lot of enemies. Pierce had her, even at 100 on his list for the helicarriers last year." Steve spoke up. "I wouldn't put it past Hydra to try something." He reached down and picked up his shield, concealed in a specially designed bag. "I'm going to put this in your car, just in case." He hoped he would be able to get to it if a fight broke out.

Sam nodded, blinking. "Well I guess it works that I don't go anywhere without my wings." He held out his arm to Holly. "If you would do me the honor?"

She gave him a small smile and took his arm, sharing a look with Steve that told him she was glad she wasn't the only one on guard that day.

* * *

 **Holly POV**

Peggy hadn't been religious, so the funeral had been a simple one at Arlington. It was rather crowded thanks to SHIELD records being nearly all public domain. Peggy had made many friends over the years. Just the same, there was a strong amount of security in case the cowards of Hydra dared to attack the funeral, being that most of existing SHIELD and nearly all the Avengers were there, as well as the Vice President and many higher ups in the military. Holly hadn't cared for any of that, her focus being on the casket or on the stones besides where Peggy would be laid to rest, namely that of Dum Dum and Gabe.

The Vice President had spoken respectably of Peggy's service to the nation and the world, of her dedication and hard work. Former Secretary of State Clinton spoke of Peggy's great strides for women not just in the military, but in politics and the intelligence bureaus. Nick spoke very briefly, telling of the first time he'd met Peggy and how she had been there for him when he'd nearly died during a mission and gained his eyepatch. He had officially blown the cover off his faked death just to pay his respects to Peggy. Steve spoke briefly, speaking of her as the strongest woman he ever knew and how proud he was of the life she had led. He admitted that he wouldn't have accomplished anything during the war if it hadn't been for her unwavering support and belief in him. He'd paused a few times but kept his composure.

Holly couldn't speak. She knew she would start bawling if she tried. So Maria read her bit of eulogy for her, the former SHIELD agent struggling with her own emotion due to her respect and admiration for the woman who had led the way in creating SHIELD. Steve held her hand, Tony sitting on her other side, holding her other hand. A few people jumped when the full 21 gun salute was given and Holly couldn't help but let the tears fall as they watched a group of SHIELD fighters fly overhead with The Bus in the center, only to peel off on it's own journey to the heavens and seemingly disappear via cloaking. Silently she thanked May for the symbolism of Peggy being larger than life.

The soldiers in their dress uniforms folded the flag that had draped the coffin with remarkable ease and exactness and Holly was brought back to that difficult late September afternoon when a group of Navy officers and a group of Special Forces, who just happened to all be SHIELD had done the same for her father and brother. The head officer silently followed Steve's slight nod and corrected his direction to stop and drop to his knee to present the flag to Holly, his white gloves standing out against the dark blue and white stars.

The final touch had been left to Steve and Holly alone. She stood and handed the flag very carefully to Pepper, who was trying not to cry before she turned and took one white rose that Coulson had been kind enough to hold while Steve took the other. Their hands found each other, as they had repeatedly over the last few days and they walked together to the casket, surrounded by flowers and 3 large pictures. One was of Peggy during the war with Steve and the Commandos, another of her with Howard Stark, the Dugan boys and Colonel Philips. The third was of Peggy with Holly as a toddler and her teenage brother, all three smiling at the camera.

Steve squeezed her hand and she squeezed back as they looked at the casket, the sun reflecting off of it. His hand trembling, Steve kissed his rose before carefully placing it on the casket, quietly whispering "Goodbye Peggy."

Holly took a moment and with a deep breath did the same, placing hers side by side with Steve's. She mouthed her goodbye, her throat too tight for words. Then she reached out and put her hand flat on the casket, hoping Peggy understood, wherever she was, just how much she'd meant to everyone. She didn't even bother to try to fight the tears.  
Steve's hand covered hers and after a moment, they both pulled away and made their way back to their chairs.

Pepper had lost her fight not to cry and Tony quietly took the flag and handed it back to Holly as she sat down. He didn't have even his usual smirk today. He simply wrapped his arm around her shoulders and pressed a kiss to her temple. She gave him the tiny smile she was capable of.

* * *

"We're going to have the afterwards at the hotel. Please come."

Holly sighed, honestly not wanting to deal with a ton of people after the funeral. She was so incredibly tired. Drained and numb. "When?"

"In a few hours. There's no rush. You don't have to stay long if you don't want to." Pepper encouraged softly. "We haven't gotten to see much of either of you and I know you are supporting each other but we want to support you both too."

Holly looked to Steve who nodded a little. "Yeah, okay." She shrugged. "I tend to go into isolation mode with this kind of thing."

"We have that in common kid. I think you might have learned it from me." Tony said, wrapping his arm around her shoulder from behind and kissing her cheek. Tony was far from an affectionate person except when it came to herself or to Pepper. Today, he was even more demonstrative, perhaps because the idea of mortality had been front and center the whole day. "It's strange to say but I'm glad Cap's been there for you."

"Me too." She gave Steve's hand a squeeze. "We'll meet you guys at the hotel. In a few hours?"

"Around six. It's more like a family dinner kind of thing or whatever. Go, get some rest and we'll see you then, okay?"

 **Steve POV**

Sam dropped them off back at Steve's apartment, the ride back quiet except for Sam mentioning that the service was really well done. The pair agreed quietly and went back to looking out the windows, Steve sitting in the back.

Going up to his apartment was silent too, both of them exhausted and emotionally worn out. So worn out that Steve barely noticed that they'd changed out of their funeral clothes while in his bedroom at the same time until they were both dressed again in regular clothes.

He sat on the bed and watched Holly as she put the dress on a hanger and back in a dress bag, tucking the heels she'd been wearing under the chair. Her fingers fiddled with the pearl necklace before she left it on, taking out the headband and running her hands through her hair.

He wanted to say something, anything, but he didn't know what he could say. He held out his hand to her and she took it, letting him pull her over so she sat with him on the side of the bed. She sighed softly as he wrapped his arm around her, automatically wrapping her arms around his waist, resting her head against his shoulder.

"Thank you, Steve. For today. I don't think I would have made it this week at all without you." Her voice was soft, nearly a murmur.

He gently stroked her long ebony hair, having discovered in the last few days that it comforted her immensely, even when asleep. She'd started having a bad dream the other night and it was the only thing he could think to do, that she hadn't seemed to mind it when he'd stayed with her on the anniversary of 9/11. "I think that's my line, doll. I probably would have gone out and done something stupid if you hadn't been here to ground me."

She pulled back, looking at him. "Like what?"

He shrugged, embarrassed. "I don't know. Find a Hydra base and take it on by myself."

She gave him a weak smile. "Wish you had said something, I wouldn't have objected to kicking some Hydra ass this week."

He didn't quite laugh, rather he chuckled under his breath. "I should have known."

"Yeah you should."


	23. Chapter 23

**Holly POV**

"Thank you for driving me, Sam. I hate driving downtown. Always have." Holly admitted as Sam skillfully weaved his way around a slow moving driver on their way to the J. Edgar Hoover building. Coulson had reached out to some old friends and gotten her clearance to meet with the Behavior Analysis Unit before she and Steve went back to New York with Natasha and Clint who had stayed behind to fly them home. Coulson also was keeping Steve busy by having him work with some younger agents on their hand to hand skills.

"I don't blame you. I'd rather fly myself." He agreed, taking the proper exit. "Can I ask why Steve isn't with us and why we are going to the FBI in the first place?"

"I promised Peggy that I would help Steve find Bucky. I'm keeping that promise. These friends are experts in profiling. I've helped them over the years so they agreed to help me with this."

"You trust them with something like this?"

She nodded. "I've worked with them many times. You'll see. They are good people."

"And you don't want Steve to know why?"

She shifted in her seat. "It's not that I don't want him to know. But he's so adamant on finding Bucky himself and considering how long he was considered a ghost to the intelligence community and even to SHIELD, that's not going to happen. Steve's stubborn, he won't want help so I'm going to do it for him. Besides, profiling creeps him out."

Sam chuckled. "And we know this how?"

"The day we met, I mentioned that among the many things I did for SHIELD and continued to do was behavioral profiling. So Steve asked me to profile him."

"Ah, I see. And I'm going to guess there's more to not wanting Steve involved with your profiling buddies."

She sighed. Steve had mentioned just how smart and intuitive Sam was. "There might be some aspects of the profile that won't exactly be very...kind...to Bucky. Truths that he might not want to address." She looked out the window. "There's no way to really know how much of Bucky is left in the Winter Soldier. Yes, he pulled Steve out of the Potomac but he also put him in the river with severe injuries."

Sam nodded grimly. "Yeah, you're right. Natasha even told him that he might not like what he found when he started his search. I've read that file, it's some scary shit."

"But being Steve, he stubbornly did what he wanted to anyway. For him, it doesn't matter. Bucky is in there and he's going to save him again."

"Yep. You are good at this profiling thing!"

"Thanks. The people we are going to meet are even better."

* * *

After getting their visitor lanyards, they headed up to the fifth floor of the FBI headquarters, the home of the BAU. Stepping off the elevator, Holly noticed that it hadn't changed much since the last time she'd been there, a few years ago when the unknown subject had been a mutant and they'd needed help.

"Oh my god...Holly Dugan is that you?"

She turned to see the one person she was most looking forward to seeing, the ever bubbly and brilliant, Penelope Garcia. Today, dressed in a bright pink top, a purple skirt and polka dot leggings with impossibly high chunky shoes and a bow in her hair. "Well if it isn't the hottest woman in the FBI!"

The blonde squealed and all but tackled Holly, hugging her tightly. "Oh Holly love! I've been meaning to call you this week but we were in Nebraska on this very nasty case that I am desperately trying to erase from my memory. All I have to say is cannibals. Multiple." She shuddered before her eyes went sad. "We would have been at the funeral otherwise, you know that right?" She babbled rapid fire, very characteristically. She almost sounded like Tony. She pulled back and looked right into Holly's eyes. "How are you lamb?"

Holly nodded, giving her old friend a weak smile. "I'm okay. Honest. It's been a really difficult week, but I'm dealing. Peggy got to go the way she wanted and I got to say goodbye and be there with her at the end. It's okay. Or it will be."

"Oh honey, you are breaking my heart." Then, Penelope noticed Sam and it was like a switch was flipped. "And who is this tall piece of chocolate?"

Holly stifled a snort. She absolutely adored this woman. "Down girl. This is my friend Sam. You might not recognize him without wings on his back."

Penelope's eyes grew wide. "Oh my god, you're the Falcon! You fought with Captain America during that whole business last year! Oh my god, this is fantastic! I'm Penelope, it's really awesome to meet you."

It was cute that Sam was actually baffled to have someone fangirling about him and not about just Steve. "Umm, thanks. Nice to meet you too."

"What's this going on over here? Baby Girl, who are you harassing? Didn't we talk about that?"

Holly didn't even try to fight the smile she genuinely felt. It was good to be around old friends. "Derek Morgan, as I live and breathe!"

"Holly?" Derek stopped short and then covered the few feet between them quickly, pulling her into a bear hug, swaying back and forth with her. "Girl, I didn't know you were coming by. I would have made myself pretty for you." He flashed her his characteristic killer smile and batted his eyelashes.

She shook her head and smacked his arm. "Behave yourself, Special Agent." She turned to Sam. "Derek, this is Sam Wilson. Coulson and Steve are both bickering over whether he should be in the new SHIELD or an Avenger."

After shaking hands with Sam, Derek smirked. "On a first name basis with Captain America huh? Interesting." He teased before taking her hand. "I'm really sorry about your mom, sweetheart. Penelope told you we were on a case, right? We would have been there in a heartbeat otherwise."

Holly nodded. "Yeah. I understand. Believe me, there could have been dancing elephants and I probably wouldn't have noticed. I appreciate it though. Aaron and David sent me the card you all signed and the flowers were beautiful. Thank you."

"You here for a case?"

"Kind of. Let's see if we can't hunt down the rest of your merry band before going into it."

Derek held open the glass doors that lead into the always busy BAU. "Well I'll have to call up your friend Hawkeye and borrow a bow so I can be Robin Hood. They can all be my Merry Men."

"Sir, I must protest! I am not a merry man!"

Holly turned to see a pair of skinny legs propped up on a desk, protruding from a copy of the New York Times. The one person in the BAU who would just nonchalantly quote an episode of Star Trek The Next Generation. So she turned and said, Aber du siehst so süß in Strumpfhosen (But you look so cute in tights!)

She could almost see him stiffen in recognition and confusion and then muffle a shriek as he tried and managed to succeed in not tipping himself over in the dangerously unbalanced chair, the newspaper flying everywhere. It didn't gather much attention from the other agents, they were no doubt used to the hurricane that was Spencer Reid. Sam was snickering from behind his hand. "Holly?" He squeaked from behind the paper, managing to extricate himself from major injury. Even if he'd started to tip, she would have balanced him out with a touch of her ability that no one would notice.

"Hey Reid."

He put down the paper and his eyes grew wide when he saw her."Oh wow, it really is you." He scrambled out of the chair and instead of hugging her, took her hand. Reid was very repectful of boundaries even when he didn't need to be. "You are the only person who'd tease me in flawless German."

"I feel special. How are you kid?"

"I'm only a year younger than you." He whined.

"Doesn't matter. Still a kid."

"I'm alright. I was sorry to hear about Director Carter. Are you here for a case?"

"Thanks. As for the case, in a way, yeah. Where's Hotch?"

"He's in the meeting room with Rossi and JJ, they're waiting for us." Penelope spoke up, her phone in hand. "Let's go."

 **Sam Wilson POV**

Sam quietly wondered if there was anyone that Holly didn't know, the other three agents all hugging her with familiarity, the leggy blonde choked up about Peggy. He could get that, she'd been very influential in making it so that woman could be SHIELD agents or in the FBI or CIA as more than just secretaries. He'd been impressed at seeing Hillary Clinton at the funeral. The older Italian man had hugged her, saying something in Italian that made Holly nod and smile just a little.

"Would you like to present, Holly?" The team's leader, Aaron Hotchner asked as everyone took a seat with large cups of coffee or water. He seemed rather stern but Sam had noticed his eyes soften when he offered his condolences to Holly about Peggy, mentioning that his son still loved the Captain America costume she'd sent him for his birthday a few years ago. She told him the next time they were in Washington they'd have to arrange for Jack, his son, to meet Steve.

"If Penelope doesn't mind. I have everything on Stark tech." She held up her wrist, showing a specially made watch, along side the bracelet that Steve had told him apparently was like a remote locator for her own Iron Man suit that Stark had given her for her birthday.

"Of course, mi casa es su casa." The curvy blonde said with a smile, taking a seat next to the guy named Morgan.

"Ok, Jarvis has already sent the files to your tablets." With a wave of her hand, holographic screens came up, one familiar showing parts of the fight with the Winter Soldier. Another showed a picture of the same man looking very different in his army uniform in 1943.

"I'm here to ask you guys to help me find this man. I'm sure a few of you might recognize him from when everything went down here in Washington last year thanks to Hydra and Project Insight. He may be listed by the FBI as only the Winter Soldier, but his real name is James Buchanan Barnes."

"Wait, as in Bucky Barnes? Friend of Captain America? Didn't he die during the war?" Reid spoke up.

"Yeah, wouldn't he be in his 90s now?" The older Italian man who'd introduced himself as David Rossi spoke up, looking at his tablet.

"He'll be 99 in March." Both Holly and Reid said in unison.

"Oh for the love of christ, there's two of them." Rossi sighed, making the two young people shrug and the others chuckle. Apparently this Reid kid was known for interrupting with exact information.

"He was believed to be dead, yes Reid. In January 1945, he was presumed dead after falling from a fast moving train in the mission to capture Dr. Zola, a top scientist working with Johann Schmitt, the head of Hydra." A flick of her fingers showed the round faced scientist as well as Schmitt. Sam was glad it was a picture of Schmitt before he became the Red Skull. Between what Steve had told him about the guy and what he had done to himself in an effort to become a "super man", it was more than enough to creep Sam out.

"How did he survive?" The leggy blonde asked.

"Hydra. Prior to the fall, Barnes had been a prisoner of Hydra, along with the rest of the men who would become known as the Howling Commandos, including my Uncle Dum Dum." A wave of her hand showed the group of men, happily sitting around a table in a bar. He could see her resemblance to her uncle in her eyes but also in her smile. Something her dad must have shared with his brother too. "Until their rescue by Captain Rogers, many of the men were experimented on and many died. Sergeant Barnes was one of the few survivors of the experiments."

"Was Zola involved in the Super Soldier project before Dr. Erskine defected to the States?" The Reid kid asked, sitting forward in his seat, very engaged.

"Reid, when did you become an expert on the history of Captain America?" Rossi asked.

The kid looked confused. "I read Holly's book again before we sat down." He held up a copy of Captain America: Legend and History.

Now Sam had to say something. It made sense that one of her friends would have a copy of her book but he'd been surprised to see her. There was no way he reread the entire book from then to now. That wasn't possible. "Wait, you read a nearly 400 page book in the 10 minutes between seeing Holly and us sitting down here?"

The kid nodded nonchalantly. "Yeah."

"Sam, Reid's a genius. A supergenius, really. He has photographic memory like Steve and I, but can read 20,000 words a minute."

"Whoa. Okay. I'm impressed."

"To answer your question, Reid, no. Zola only became involved with Schmitt after Erksine defected. He was very much a second rate scientist, if you ask me. Schmitt wanted to not only harness the power of the gods, as he put it by making use of what we now know to be the Tesseract, but by creating a group of super men to take over the world."

"Schmitt was a megalomaniac who didn't see himself as a failed experiment when the unprepared serum made him the Red Skull." Agent Hotchner spoke up. "He wanted more men like him and used Zola to work on a new serum, somehow powered by the Tesseract?"

Holly nodded. "Unfortunately there was a Hydra agent there when Steve was given the perfected serum that made him into Captain America. He murdered Dr. Erksine and in the process, the only remaining true sample of the serum was lost."

Sam looked at Holly confused and she caught it. "The serum that was later given to myself, my brother, Coulson and others isn't the same as what was given to Steve. It has to be adjusted for each person and not every person can take it. That's unfortunately what resulted in not just the Red Skull, but the Hulk and Abomination."

"Let's get back on track. Was Barnes able to survive the fall from the train because Hydra had given him their version of a super soldier serum?" Hotchner spoke up, looking like someone had just taken a shit in his coffee.

"It's the only explanation that makes sense. We theorize that after the fall, he was recovered by Hydra with catastrophic injury to his left arm or even without it. Somehow they found him before the SSR could and from there, we don't really know what happened to him. We believe he was experimented on further in addition to being given a cybernetic arm that has been identified as having some early Stark Industry tech."

"When did Barnes first emerge as the Winter Soldier? I'm assumed he's got some kind of conditioning or brainwashing?"

"Sightings of the Winter Soldier have been rare over the last 70 years with the exception of last year. Barnes was an expert sharpshooter and no doubt that there have been many assassinations that could be attributed to him. The first that we know for absolute sure was in November 1963, in Dallas."

"Are you trying to tell us he killed Kennedy?"

She shook her head. "I'm saying he was there. Witnesses report seeing a dark haired man with a quote shiny arm struggling with another man on the grassy knoll. We know that the mutant known as Erik Lensherr, also known as Magneto was there trying to prevent the assassination of President Kennedy who we now know was a mutant. I think Barnes was supposed to be the assassin but couldn't follow through. The struggle they saw was between him and his Hydra handler who unfortunately finished the job. Lensherr might have inadvertently helped the wrong assassin that day."

"Wow. History comes alive." Rossi snarked. "You think he's fighting the brainwashing? That's not an easy thing to do normally, who knows what those Hydra thugs did to enhance it."

Holly nodded. "Agent Romanoff, aka Black Widow encountered him about 10 years ago and instead of simply killing both her and his target, he shot through her, somehow missing every vital organ when he could have taken a headshot. Again, last year, he only shot her in the shoulder. When he fought Captain Rogers on the helicarrier, each of the bullet wounds missed a major organ or artery. I think that's a lot more that coincidence. He was an expert sharpshooter during the war."

"He still is, I can tell you that from first hand experience." Sam spoke up, remembering being impressed with the man even as he tried actively not to be one of his victims.  
"The Winter Soldier hasn't been seen since last year?" JJ asked, her eyes serious as she looked at her tablet.

"There have been rumored sightings, but most are just people looking to see if they can get Captain America to show up to their town." Sam spoke up. "We were all over Europe last year following leads. He's just too good at hiding his tracks. If he was there at all."

"Is there a chance that Hydra has him again? That they are hiding him somewhere, reinforcing his brainwashing?"

Sam saw Holly stiffen and briefly close her eyes. "I'm hoping not. With Hydra being flushed out along with the efforts of the new SHIELD and the Avengers, I don't think they have the capacity or the focus. I'm hoping that you guys can look at the file and maybe see something that I or any other profiler with SHIELD hasn't seen. Jarvis is constantly monitoring for any sign of him, the last sighting being at the Captain America exhibit at the Smithsonian, two weeks after the helicarriers were taken down."

A wave of her hand showed a picture of a rough looking man in an olive green trench coat and hat, long hair falling over the collar, standing ironically right in front of the memorial display for himself.

"He's trying to remember who he really is." JJ murmured. "Did he recognize Captain Rogers?"

"Enough to not kill him when he could have and to pull him out of the Potomac." Holly said softly. "That's the one thing I'm hoping we can count on. Bucky remembering Steve and thereby remembering himself. Or remembering who he used to be." She waved away the screens, leaving up a repeating image that was used at the Smithsonian of Steve and Bucky filmed during the war laughing together.

"I know you have official cases but I'd appreciate if you could help me find him. I promised Peggy that I would, for Steve. He won't be able to let go of the past until he knows Bucky is safe. And it would make me feel better. He's a Commando after all. Commandos are family."

"We'll do what we can Holly, but we can't promise anything. Our caseload has grown a great deal lately and it's harder than it used to be when profiles have to include whether the unsub is a metahuman or a mutant. What if we locate him?"

"Absolutely do not engage. Do not even approach or go anywhere near him. Not even to contain." She said adamantly with wide eyes. "The last thing we want is for him to feel trapped or endangered. If he's managed to fight the brainwashing, he could be experiencing PSTD or even schizophrenic paranoia. Add that to enhanced strength, agility and an adamantium arm, he's potentially very dangerous. Contact me and the Avengers can handle it. We don't even want Director Coulson's new SHIELD team to attempt an apprehension, that's how serious this could be. Penelope has a direct link to Jarvis."

"Remind me again how we didn't recruit you for the BAU?" Agent Hotchner said with something approaching a smile. "I would think you gave briefings and profiles all the time."

"The same way SHIELD wasn't able to recruit any of you." She said with a smile. "But thanks."

"Wait, explain something to me. Y'all are profilers so you'll be able to explain it. How is it that someone as young as Holly can do all the things she does? Fight, teach, play music, speak friggin German?"

"Actually, I'm younger than her and I speak 10 languages and have 3 doctorates."

"Only because I focused on black belts, there Dr Reid." Holly said with a raised eyebrow. "And I was taught several languages from an early age. I can speak German, Russian, Lahkota some Italian, my French is horrible along with my Spanish and Arabic, I can do sign language, understand Latin and Mandarin. Standard SHIELD training, honestly. Kids learn languages much easier than adults do."

"Yeah but I'm talking about how you can teach history and play the cello and profile guys named Dr. Doom and the Winter Soldier and fight along the Avengers. How does that work?"

"You work with veterans, you tell me." She said simply, giving him a challenging eyebrow.

At his confused look, Morgan spoke up. "Sam, don't you recognize hyper vigilance?"

"She doesn't have PTSD. I work with veterans every day with PTSD."

"A person can have hyper vigilance without any kind of traumatic experience. Holly was raised within a secret agency and taught to defend herself and others at a very early age. The potential threat that existed considering who her father was would have an effect on a young child. I would wager that led to a form of mission oriented OCD. The more she learns and is able to do, the more she'll be better able to protect someone or fight someone else. And it no doubt increased after September 11th when you lost your family."

Holly nodded.

"Helps that she's a genius too." Rossi said.

"And a mutant." Reid said quietly. "It's been theorized that even Delta level mutants use up to 6% more of their brain than regular humans. Most known mutants tend to have higher Iqs and tend to retain and process information at a higher rate than non-mutants."

"And then there's you, kid. Standing out from human and mutant alike." Morgan said with a grin, playfully ruffling Reid's hair to the younger man's annoyance.

Holly groaned. "God, they are making me out to be such a Mary Sue, Penelope!" She sat down at the chair next to the blonde and sighed dramatically.

"What's a Mary Sue?"

"In fiction, particularly internet fan fiction, a Mary Sue is usually an original character who is just too good to be true. They have few faults except those that make them somehow special to everyone they encounter in the fiction. They do most everything perfectly and are the focus of everyone's attention." Reid spoke up again. Was there anything this kid didn't know. "It's considered a negative by most critics due to it's lack of realism."

"When did you start reading internet fan fiction?" Rossi asked with an incredulous tone.

"When Garcia started making me."

Morgan snorted. "That's my Baby Girl, corrupting the boy!"

"You better believe it!" Garcia grinned. "Besides, you are not a Mary Sue, Holly! You still have yet to defeat me at Candy Crush."

Holly snorted. "Oh! You had to bring that up! The agony of defeat!"


	24. Chapter 24

**Steve POV**

"Captain Rogers?"

Steve looked up from the collage of photos that Holly had insisted he take from Peggy's effects. It was one showing his Commandos being what they had been in the war, a family. It was good to see but it made him ache deep down because neither he or Bucky had been there with them. He hoped Peggy was telling them just how much he missed each of them.

His favorite was that of Peggy, already in her 60s holding a toddler Holly, her father, brother and Dum Dum proudly standing around them. From the look in the eyes of the adults, it couldn't have been too long after Rose Dugan had been killed. He wished he could have seen Peggy being a mother. He'd heard so many stories in the last few days. The one that made him smile but also made his heartache a little was her reaction to Holly taking out a bully in kindergarten, using the self defense moves she'd already been learning at such a tender age. Peggy had taken her out for ice cream and told her how proud she was and how she was doing what Commandos did, protecting those who couldn't and taking care of bullies.

"Yeah, Jarvis?" He said finally, pulling himself out of his musings.

"Captain, I'm concerned about Holly. I understand you are both mourning the loss of Miss Carter. Indeed, Sir has been most nostalgic, looking at old photographs."

Steve furrowed his brow. "I'm not understanding Jarvis. Why are you worried about Holly?"

"Since you're arrival back at the Tower this afternoon, she has done quite literally nothing but stare out the windows of her loft. She has been doing this for the last 4 hours, 38 minutes. This is atypical behavior. Like Sir, she is usually multitasking. I am concerned."

Now Steve was too. That was completely unlike Holly. He'd teased her before everything with Peggy that she was more like Stark than she realized. It had been when they were sparring. Next thing he knew, he was on his back and she was sitting on his chest, her staff to his throat in victory. She was still teaching, even as she helped with missions, assisting Stark in testing new equipment and training. Now she was just staring?

"Alright Jarvis. Thank you. I'll go down to check on her." She'd been fine earlier when they'd gotten back and he had helped bring in her bag. That's when they saw that someone had unpacked Peggy's effects. It'd probably been Pepper and Maria from the care the items had been arranged in.

"Thank you Captain."

* * *

 **Holly POV**

"Holly? Holly, doll, you in there?"

She blinked and turned her head at the gentle voice and looked to her left to see Steve, his blue eyes filled with concern, kneeling by where she had a lounge chair looking out the windows. When had he gotten there? "Steve?"

He nodded, his hands reaching for hers. "Holly, you've been sitting here for a long time. Are you alright?"

She blinked at him confused. They'd just gotten back. Then, looking to the window, she realized night had fallen and her loft was illuminated by lights, no doubt thanks to Jarvis. "Oh. I...I didn't notice."

"You didn't react to Jarvis and it took a bit for me to get your attention. I think maybe you need to talk to someone, doll. This isn't like you at all. Agent May told me that her ex-husband, Andrew, was a counselor of sorts with SHIELD but now he teaches at one of the schools around here. That he helped you and other agents deal with September 11th. I'm a good listener but I'm not a trained one. Can we call him?"

"I'm not crazy, Steve." She automatically defended.

"I know you aren't. But sometimes you need someone outside of your friends to talk to. Someone unbiased. You know if I don't call, someone else will. We can keep it private if you want. Maybe meet him somewhere."

"You've thought a lot of about this."

"Actually, Pepper suggested that I might want to talk to a counselor after everything last year with Insight and Bucky. They tried to shrink my head when they first woke me up but it didn't help. I think if Agent May is suggesting him, this Andrew might be a help."

She felt her lips twist in a little smile. "You already called him, didn't you?"

Steve smiled sheepishly and looked down. "Yeah, you got me. Tomorrow morning, we'll go out for breakfast and meet him. Okay? Just a chat. Maybe it will help both of us."

She nodded, knowing he was right. She hadn't lost time like this since they thought they lost Coulsen and even that wasn't anywhere near this. "Okay." She tugged on his hands. "Come up here and sit with me."

He moved gracefully and almost matter of factly pulled her into his arms, hugging her close and pressing a kiss to the top of her head. That alone filled the emptiness that had snuck in after looking at all of Peggy's things with warmth and comfort. "You might feel alone, Holly but you aren't. You won't ever be alone."

She snuggled into him, giving into the comfort he always seemed to give her. It was strange to think the word always, they'd only known each other a few months. But that's how it felt and she knew that Steve wasn't kidding when he said that she would always have him. Peggy wanted them to take care of each other and that was enough. For both of them. "You either."


	25. Chapter 25

**Holly POV**

She gave up finally. She couldn't sleep. All her mind could think of was how big and sparse her bed was without a certain Super Soldier in it. She'd gotten so accustomed to sharing with Steve from the time they were in Washington dealing with everything with Peggy to the few days after when they returned to Manhattan. He'd helped her deal with the funk she'd fallen into after returning back and had kept an eye on her since. He'd been right about talking to Andrew and it seemed to have helped him as well.

The last few nights, due to missions or whatever, it'd been passing ships in the night. He in his apartment upstairs and she in her own. She spent a good deal of time with Tony and Bruce being their human guinea pig for some big plan Tony had come up with for her after Bavaria. The last time she'd gotten more than a few minutes to talk to Steve had been a few days ago. Since then, she hadn't slept very well and she was feeling it, serum or not.

Could she just go upstairs to Steve's apartment? She knew him, he wouldn't turn her away. But should she? It wouldn't like in Washington, where they had clung to each other out of desperate grief. Would he be embarrassed? Peggy had told her many stories about how awkward Steve had been around women. He was better now, no doubt thanks to Natasha, Maria and even Pepper but he was still a man of his time.

"Captain Rogers is not sleeping either, Holly. It seems you are not the only restless one tonight." Jarvis spoke softly. "Perhaps together you could find sleep?"

She smirked and sat up in her bed. "Why Jarvis, are you suggesting I break into Steve's apartment and sneak into his bed?"

"No, his apartment door is unlocked. There would be no breaking and entering." The snarky AI responded. "The sneaking however is entirely your prerogative."

She shook her head and swung her legs out of the bed. "Smartass."

* * *

She took a breath before walking into Steve's bedroom, his apartment similar to hers except she had a lofted bedroom area and Steve had an actual room. The nights were off, but the windows weren't blocked and she could see his silhouette sitting up on the side of the bed. The moonlight coming in cast him in half shadows.

"Couldn't sleep either?" He asked quietly, not moving at all. Had Jarvis told him that she was coming or had he heard her enter? Or, was he just sitting there having the same debate she'd been having?

"No, I couldn't."

He exhaled through his nose. "Funny, I was contemplating if I'd be overstepping to go downstairs to your place. I mean...you know."

His sudden awkwardness at answering her unasked question was adorable. "It wouldn't be overstepping Steve. Jarvis wouldn't let you if he thought you were. Otherwise, the door is always open."

"And you wouldn't pull a gun on me if you were asleep?"

She smirked, stepping over and sitting down on the bed herself. "Nah. I don't need a weapon. Even in my sleep, I trust you."

He smiled a little. "Thanks."

"What's keeping you up? Brain won't turn off?"

He shook his head. "Bed just..." he mumbled the rest. "...seemed too big."

She'd never admit it, but her stomach flipped a little at that. He'd missed having her there too. It was a strange kind of satisfying feeling that she brought as much comfort to him as he did to her. "Well, if you want, I can try and hog up the rest."

"I hope so. I didn't want to have to ask Banner."

She snorted. "And he totally would too, I think."

 **Steve POV**

Steve watched from the doorway as Holly practiced her hand to hand work on her own. Her black hair was pulled up into a high ponytail and she was dressed only in spandex shorts and what Pepper had told him was called a sports bra. He was sure he was probably blushing, seeing her in what to his sensibilities was a state of undress. Just the same, he couldn't stop watching.

She had a magnificent body, from both a soldier's point of view and that of nearly any red blooded man. He could see that she had next to no body fat but it didn't make her so skinny like the women he saw on TV today. He wasn't sure how stick figures were attractive. She had a figure, curves and all of it. It was something he couldn't help but notice in the days following their shared loss of Peggy and their need to stick together, including what little sleep they were able to get. It was good to see her practicing, something May's ex-husband had suggested to help deal with her feelings of loss in regards to Peggy.

He was content with watching until she went to do a handstand and grunted outloud before doing a slow tumble to the floor, her arm apparently not wanting to hold her that way. It was her left, the one that had been dislocated and so contused after Bavaria. She sat up, cursing under her breath, rolling the shoulder with a grimace, trying to rub away the discomfort it herself.

"Hey, you alright?" He stepped forward, never able to ignore a woman in distress, especially this one in the last few months. It was more than the promise he'd made to Peggy. It was a promise he made to himself. Holly had helped him feel not so alone in the world, even with being in the Avengers. He wanted to make sure that feeling was shared.

She looked up and he swore some of the color in her face was thanks to him. Unlike Natasha, Holly wasn't quite able to hide all her emotions, from him anyway. "Oh, hey Steve. I'm alright. My shoulder is being stubborn today. I was helping Tony test out some of the tech he's working on for the team and I think I might have overdone it or something." She sighed, rotating it again. "Doesn't help this is the shoulder that always gets the abuse."

It was when he got closer that he was better able to see her scars, signs of the wounds Natasha had told him about. And right there, near the end of the strap of her sports bra, just below her collarbone was the small round scar of a bullet wound, standing out against her naturally tan skin. "Like when you got shot?" He kneeled down on one knee and somehow felt comfortable enough to reach out and touch the small smooth scar with his fingertips.

She nodded. "And the muscle strains and torn ligaments from Bavaria." She pointed to her back where he could see a thin line of a scar across the shoulderblade as well as the larger scar from the aforementioned bullet's exit. "That was from Belaruse."

"I would think the serum would keep you from scarring. I barely have anything left from back when SHIELD fell and I think I got shot 3 times."

"Half dose verses full dose, sweetheart." She said, grimacing as she stretched her arm out and made small circles with her fingertips, gradually widening it. "If I didn't have the serum, I'd probably not have managed to survive Bavaria or even the gunshot."

He didn't like to think of how Bavaria could have ended up, his mind flashing back to seeing her prostrate in the snow with blood coming from her nose and ears. "Here, let me help." He moved behind her and placed his hands on her shoulders, shaking off the negative images of the past. "Trust me, I'm actually very good at this."

She turned her head to the right. "SHIELD had you take a massage class?"

He chuckled. "No, when my mother was sick with TB, the coughs would have her all tensed up and hurting. I used to massage her shoulders and back to make it easier for her to breathe. I knew a lot of tricks for easier breathing back then from my asthma. Not like today with inhalers and those nebulizer things."

"Well if it worked for Momma Rogers, then by all means."

 **Holly POV**

Within a few moments, Holly was fully convinced that if the whole superhero thing didn't work out, Steve could definitely be a very successful massuse. One would think that with his enhanced strength, it would be awkward to try and give a massage without making it worse, but somehow he made it hurt just enough that you felt better. She let her head drop and was probably biting her lip bloody to keep from moaning. His hands were amazing. Not just with how he managed to work out the knots without being ineffectual or too harsh, but with how they just felt against her bare skin.

She hoped he couldn't see her face because she was sure that she was flushed from thinking about what it would be like to get a full massage, imagining Steve's hands massaging her entire body. It didn't help that she had rather extensive experience with knowing what it was like to share a bed with him. Or that he made her feel things she'd pretty much given up on years ago when she'd run off to California.

"How's that so far?" He asked softly, almost in her ear, making her breakout in gooseflesh.

"Fantastic. Marry me please." She managed to reply with some restraint. If he kept it up, she wasn't sure how far that restraint would hold. She was only human. Even Nat and Pepper had both admitted during the near regular weekly lunch they had with Maria to get away from all the testosterone that they found Steve attractive. Then they'd all laughed, imagining the reactions of Tony and Clint. Pepper had been in tears as the other three took turns doing their best impressions of the men being all indignant.

He chuckled. "I require at least 3 dates at nice restaurants before I go around marrying just anyone. What kind of boy do you think I am?"

She snickered. Two things that were timeless and Steve had in spades were humor and sarcasm. "A wonderful boy who I will buy an entire restaurant for, just as long as you keep going."

"Yes, ma'am." He said with an amused tone to his voice, his thumbs gently massaging the base of her skull.

 **Natasha POV**

Natasha stood in the doorway and watched the pair, neither of them noticing she was there. She prided herself on knowing how to read people and she'd read these two and knew they would immediately gravitate toward each other. She didn't like to think of it as matchmaking. It was something that Peggy Carter had mentioned when Natasha had visited with the woman while Steve had been with Coulson's team after Bavaria. They could be very good for each other if they allowed themselves to see it. With very few exceptions, love really was for children, like she had been taught long ago. But in the last few years, she'd been shown there were many different kinds of love and they weren't really all that bad.

She thought of Clint, touching her arrow necklace. Thinking of how she would have fought Loki with her bare hands just to save him. Remembering how welcoming Holly had been when they first met, despite her reputation as the Black Widow. How Holly's father had been so kind when he had no reason to be, how he had thanked her for avenging his wife. The way she felt strangely protective of Rogers, going out of her way to tease him and force him to learn to interact with the new century he'd found himself in. The way he'd risked his life to save hers back in New Jersey, protecting her from the collapsing building with his own body.

Watching them now, she could see that eventually, she could take credit for what would blossom. Initially though, she just wanted to show Steve that there was someone else out there who knew some of the same people he had and also make him realize he wasn't alone in living in the past. Coulson's idea to bring Holly along on the mission to Bavaria and oddly, Stark's wholehearted agreement had begun to help her move from the past but it was Steve's encouragement to face her grief and loss that had completed the process. And Peggy Carter's passing had brought them very close emotionally and even physically. Natasha knew that the pair had slept together, fully dressed, more than once in the last couple weeks following Peggy's death. And even though they had no clue anyone else knew, she knew they'd gone together to talk with May's ex husband at an eatery in Brooklyn.

It was that closeness that led to the comfort level they now shared with each other, more demonstrative and physical. She'd never known Rogers to be affectionate like he now showed on occasion with Holly. She wondered if Steve would have given a woman a massage like this 70 years ago. Probably not.

"So just what have I walked in on? Should I put a sock on the door? Do not disturb sign?"

The venomous look on Holly's face and the embarrassed blush on Rogers' made her hope the Jarvis had been recording so she could show Clint. He would be so proud.  
"Just a simple massage, Natasha." Rogers explained with a roll of the eyes that was a bit too forced. "Holly's shoulder was bothering her."

"The left?" She asked the ebony haired woman who'd given Rogers a look of thanks before getting up to grab a towel. Natasha could tell it had been much more than that, not that she thought Rogers noticed. After all, she'd known Holly for years and he'd only known her a few months.

"Yeah. Testing out Tony's new tech, overdid it. How's your left? We have matching scars now." Holly deflected the attention back, a challenging smirk on her face as she gestured to the newer of the two scars caused by the Winter Soldier.

"It's just fine, thanks." She shrugged off the hoodie she'd been wearing. "Want to go a few rounds, see whose left gives in first?"

"Considering she's in pain now, that's not fair Natasha." Steve spoke up.

"Life isn't fair and you won't always be in a fight completely uninjured. We all know that."

"Sorry Steve, she has a point." Holly said, turning her head to give him an apologetic look. "Nat wouldn't purposely try to hurt me anyway."

 **Steve POV**

To be honest, Steve was a little relieved by Natasha's interruption. Not that he didn't like helping Holly with her shoulder. The problem was, he liked it a little too much. Part of him wondered if it was still part of the grieving process. Was he focusing on Holly so much because he'd lost Peggy? Was that why he slept better with her there? Was it the reason that a simple hug from her made his day? Or that he thrilled in making her feel good with his hands?

He watched from a bench against the wall of the training room as the two women fought but his mind was far away as they grappled, leaped, flipped and kicked.

He was only brought out of his thoughts by the sound of rapidly approaching feet and looked up to see Barton nearly run straight past the door to the training room, grabbing the doorjam at the last second to stop himself before entering and plopping down next to Steve. The fighting pair hadn't noticed, Natasha had just flipped Holly off her back and had then been thrown herself by Holly's ability.

"Shit, Cap, you should have called me!"

Steve was confused. Called him for what? "Huh?"

"This!" He indicated the women fighting. "I live for their fights. Jarvis told us it was going on."

It was then that a sheepish Banner entered the room and joined them on the bench. "Hi Steve."

"I'm surprised to see you down here, Bruce." The doctor avoided places of conflict out of habit, even if it was just in training.

"I needed a break and Barton snagged me. Tony's been in one of his moods and even with the Other Guy, I still need to sleep and eat from time to time." He winced as Natasha kicked Holly right in the chest, causing her to fall back and roll away to regain her equilibrium.

"Speaking of that, I could use one." To be honest, he hadn't even gotten the chance to workout like he had wanted to when he originally came down to the room but he was so distracted, he didn't think anything would come of it besides. "Want to get out of the Tower a while?"

"And what, miss this? You guys are nuts." Barton shook his head. "Come on Holly! You are favoring your left!" He called out. "Thatta girl!"

Bruce had a small smile on his lips as he rolled his eyes at Barton. "That sounds great Steve."

* * *

Soon enough, the two Avengers were walking down the Manhattan street, headed toward Central Park, the sun setting behind them. Steve didn't want to draw any attention to Dr. Banner so he was wearing what Holly called his Incognito Uniform which consisted mostly of a Brooklyn Dodgers cap she'd gotten him a few weeks earlier and a pair of sunglasses.

He sighed. She was still in his head!

"So what's going on Steve? You seem distracted."

He looked to the scientist who actually seemed rather relaxed. Few people would recognize him as himself. They only knew him as the Hulk. "I guess I am."  
"Thinking about Peggy? I know it's been a few weeks. How are you holding up?"

Steve shrugged. "I'm okay. I mean, I miss her but I know she's at peace. She wouldn't want us to be spending all our time grieving. She lived a good life."  
"That she did. And by us, you mean you and Holly?"

He forgot just how many geniuses lived in Avengers Tower. "Yeah. I guess so."

They walked for a few minutes before Bruce spoke up again. "You and Holly seem to be closer now. Is that...the distraction? You don't have to talk about it if you don't want."

Steve sighed and they crossed the street to enter the Park itself. He knew that if he hadn't wanted to talk, he wouldn't have invited the closest to impartial person in the Tower out for a walk. "It is. I think you're probably the only person I could really talk to about it. Stark would just threaten me, Natasha would make fun of me. Barton would probably threaten me too. Pepper would get excited..."

Bruce smiled. "I see. And what about how you feel?"

He threw his hands up in the air. "That's the thing, I don't know how I feel. Cripes, I don't know anything about this stuff. I didn't 70 years ago and I think it's worse now. I sound like a nutcase."

A chuckle came from the unassuming scientist. "No, you sound human, Cap." He shook his head. "Are you second guessing yourself because she's pretty much Peggy's daughter? That you are putting your feelings for Peggy onto her?"

Steve thought about it. "No, I don't think so. I mean, Peggy helped raise her and there are times Holly makes me think of Peggy but there are times Natasha and Maria make me think of Peggy too. I don't look at Holly and see Peggy, if that's what you mean. And I think I've spent more time with Holly than I ever got to with Peggy."

"When did you start feeling something more than just friendship for her then? Don't tell me only in the last couple weeks. I might spend most of my time with Tony, but I'm not that out of the loop."

Now it was Steve's turn to laugh a little. "Fair enough. I don't know. I don't think I've ever spent so much time with a woman before. I mean, you know, one on one. And she gets me. I can talk about the war with her or stuff before the war and she's not bored or confused. Hell, she knows some of the stories because of Dum Dum. And she's so patient with me, like you are."

"If I could be half as patient as Holly, I probably wouldn't have had my accident." Bruce said with a chuckle. "Can I ask if you've had any of your nightmares with Holly around?"

Steve's head dropped. Bruce knew about the nightmares he'd had since he woke up that day in the fake SHIELD room. They were irregular and not always the same, the exception being the one he'd had the night after Peggy died in his apartment. He still dreamed of Bucky falling although sometimes it was himself falling and the Winter Soldier watching him fall, the words "Who the hell is Bucky" ringing in his ears when he jolted awake. He dreamed of Schmitt coming back, of Dr. Erksine telling him what Colonel Philips had said more than once, that he was not enough. He dreamed of all the men who died under his command. Of failing them. Of failing Peggy. Of waking up and being the skinny 90lb asthmatic again.

"A couple times." There'd been a night the week before when he'd been dreaming about the Commandos, of watching each of them die horrible deaths because he didn't stop Schmitt in time. Then he was shaken awake by Holly, who'd let herself into his apartment, her eyes filled with concern. Steve! Steve! Wake up sweetheart! You're okay! The family is okay. Please wake up. It's okay. You're safe. He hadn't even been able to speak when he finally broke the paralysis of the dream. He'd just sat straight up and wrapped himself around Holly, gasping for breath. She'd taken it in stride, holding him just as tightly and stroking his hair and back. It's okay, Steve. I'm right here.

"And?"

"She helps. I mean, I don't have them as much when she's there." He felt his cheeks warm at talking about sharing a bed with a woman with anyone, let alone Bruce. "We just...sleep. You know?"

Bruce nodded with a soft smile. "Yeah, I know. I did notice your DC apartment didn't have a guest room. No reason to be ashamed."

"Did you know she asked Jarvis to wake her if I started having a nightmare? There was one last week and...she saved me from it. I didn't even ask her to do that, have Jarvis alert her."

"Which one?"

"Schmitt winning. The Commandos dying." He shuddered. "I usually can't sleep after that one. I go running. But she...she was there and I was able to sleep." He paused and looked at the smaller man who would have been taller than him before the serum. "What does it mean?"

Bruce pushed his glasses up and they headed up a path that would take them back to the city street. It wasn't a good idea to take a man who could turn into the Hulk into Central Park at night, even with Captain America by his side. "That's really for you to say Steve. I can only tell you what I've seen."

"Well?"

"I think you two fit. You've both been through a great deal in your lives, share important influences, namely Peggy and Dum Dum. I think I've seen you more relaxed with her than ever before. I'm still getting to know Holly but she cares about you a great deal. And it's not because Peggy told her to or because you used to command her uncle."

Steve sighed. "I just...I don't know about this stuff. I don't want her to think that I'm only...interested because she's Peggy's little girl. Or because she's Dum Dum's niece. Or that she can fight or anything."

"Steve, do you really think Holly of all people would think that? You know better."

"Yeah. I don't know. I just...don't want to be the reason for anymore heartache in her life."

Bruce clapped him on the back, the Tower within sight. "That right there tells me you won't be. I say, just let things go as they go. And you can always come talk to me if you want to."

"Thanks Bruce. I appreciate it."


	26. Chapter 26

**Steve POV**

"So we finally get to see Holly's new uniform and lightsaber in action?" Barton asked from behind Steve as they followed Banner and Stark into the observation room above what Stark called the Danger Room, an idea he borrowed from Professor Xavier's school for exceptional students. Apparently it was a training room where various obstacles and threats could be used and generated so they could work not only on their own skills but on their teamwork. It took up over two floors of space with another floor for all the machinery and technology involved. Stark was explaining how Jarvis controlled the room and could push them just this side of hurting themselves, much like the real world.

"Yes, that you do, Katniss." He touched a button on the glass wall looking down into what looked like a nearly empty room where Holly was hopping on the balls of her feet, craning her neck and stretching. "Hey Skywalker, you ready?"

She grinned up at him. Her costume didn't look very much different. It was still a dark tan form fitting gee with matching boots, weapons strapped to her legs and no doubt hidden in the boots. She wore a dark brown robe with hood over that and twirled her new lightsaber in one hand. "Bring it, Iron Shorts."

He rolled his eyes. "When you're ready."

Steve watched intrigued as she lowered her head and took a visibly large breath. This apparently had been the big project she'd been helping Stark with. The last few days had had her locked up in the labs with Stark and Banner. What exactly they'd been working on, he had no idea. He was pretty sure it wasn't just slight wardrobe changes and a new lightsaber. "Jarvis, let's do this right."

Loud guitar music started as Holly flipped on her lightsaber, it's blades now green instead of blue and took a defensive stance. Small round globes flew into the room and the room itself began to change, levels and drops being created as well as what looked like gun turrets coming out of the walls. "Don't worry, those turrets only shoot the equivalent of strong tasers." Banner was quick to say before anyone could lodge a protest.

A voice yelled out in the song and then a rap began as Holly began to battle the small globes, each shooting what looked like small energy blasts. He wondered if they were like Widow Bites. Her saber seemed able to deflect them as she swung her saber around quickly, causing one globe to take out another before she sliced it in half and did a diving roll and then ran for cover from a gun turret that had just barely missed her.

 _I can't stand it, I know you planned it_

 _I'm gonna set this straight, this Watergate_

 _I can't stand rocking when I'm in here_

 _Cause your crystal ball ain't so crystal clear_

She moved like a dancer, like water, flowing and adapting to the room as it changed to challenge her. The floor and walls moved, portions rising, others creating falling hazards. She did a flying backflip that caused one of the globes pursuing her to be destroyed by one of the turrets before dropping down fluidly nearly flat and avoiding the blast of another. He could see similarities in her movements to Natasha's own style.

 _So while you sit back and wonder why_

 _I got this fucking thorn in my side_

 _Oh my god, it's a mirage_

 _I'm tellin' all y'all it's a sabotage_

He wondered if some of her acrobatic feats were thanks to the suit, only described as enhancing her abilities. He was pretty sure he would have difficulty pulling off some of what she was doing. Then she did something he strangely didn't expect, she reached out with one hand and made a fist, pulling it toward her and then back out. She was actively using her telekenesis, something she didn't do much. At the same time, one of the globes moved toward her, then back out, smashing into a new gun turret and disabling it. Then she made use of the wall to get up on top of a block and put out her hand like she was going to grab something and the wreckage of the first gun floated up and then forward, right into the combined blast of two guns, blocking it from her as she dove off the raised block into a somersault.

Hadn't she said that she wasn't an especially strong mutant but this seemed pretty strong to him. A look over to Barton and Natasha told him that they were surprised as well, Barton showing almost shock at how effortlessly she was using her abilities.

 _So So so So listen up cuz you can't say nothin_

 _You'll shut me down with a push of your button_

 _But then I'm out and I'm gone_

 _I'll tell you now, I keep it on and on_

She made use of the robe, whipping it off and twirling it around to knock another globe into the wall before tossing it to distract one gun before she threw her ignited saber at it, the robe serving as a clever distraction so the computer guided turret didn't see the threat of the saber until it was too late. Very impressive strategy.

 _Cuz what you see you might not get_

 _And you can bet, so don't you get souped yet_

 _You're scheming on a thing that's a mirage_

 _I'm trying to tell you now, it's sabotage_

 _Whyyyyyyyyy_

 _Our backs are now against the wall?_

He thought the demonstration was over, the gun turrets seemingly disabled or destroyed along with the globes, the last one with a roundhouse kick into the wall. Holly hadn't moved to recover her lightsaber, roughly 30 feet away and instead crouched in the center of the room, her fists placed on the ground along with one knee, her head down.

 _Listen all y'all it's a sabotage_

 _Listen all y'all it's a sabotage_

 _Listen all y'all it's a sabotage_

 _Listen all y'all it's a sabotage_

 _(scream)_

The chant got louder and louder and Steve saw more globes and turrets coming up, the globes moving to surround Holly. It was thanks to the muttered question of "What the fuck?" from Barton that he noticed that her fists seemed to be crackling with some kind of white lightning or energy. Just as the singer screamed, she leaped to her feet, throwing out her hands to either side of her, literally releasing lightning that took out six globes, making the others fly for cover. That was decidedly new.

 _I can't stand it, I know you planned it_

 _I'm gonna set it straight, this Watergate_

 _Lord I can't stand rockin' when I'm in this place_

 _Because I feel disgrace because you're all in my face_

She ran from the combined blasts of the turrets, her hand reaching out into thin air and her saber seeming to fly to her hand like it was attached by a string. She reignited it midleap and made quick work of the new turrets and remaining globes in a similar manner to the first wave. Blocking the blast of one and redirecting the blast of another to take out the first.

 _But make no mistakes and switch up my channel_

 _I'm Buddy Rich when I fly off the handle_

 _What could it be, it's a mirage_

 _You're scheming on a thing, it's a sabotage_

With the final line of the song, she backflipped off the platform she'd been on and with an elaborate flourish, twirled her lightsaber before turning it off, returning to the defensive stance she'd begun in.

It was quiet for a long second before Barton let out a loud enthusiastic shout. "That was fucking AMAZING! Was that all the new suit? I can't even see the tech! I've never seen her use her abilities that much or that easily! And how did you do the Force Lightning? Holee shit!"

Natasha sighed and shook her head, rolling her eyes at her rather excited partner and boyfriend, if Steve was to define it. Bruce simply hid a laugh behind his hand while Stark had his usual self serving smirk on his face. Everyone clapped at the demonstration, Holly bowing to them with a smile.

"Sparky, come on up so Barton doesn't pee himself or something." He called out.

A few minutes later, Holly appeared in the observation room, a towel around her neck and her robe over one arm. Barton was still feeling enthusiastic and dashed over, giving her a hug that lifted her off her feet, making her laugh. "I'm glad you liked it, Hawkeye. Geez."

"I still don't get how it works." He made a point of looking at the arms of her gee and her hands, turning them this way and that, no asking for permission or anything. Territory that came with having been partners for years. "Where's the tech?"

She put down the robe and towel and pushed up her sleeves. Then she put her fingertip to the area just behind her left ear. "Jarvis, illuminate Mr. Barton for me."

She held her arms out and just under the surface of her skin, there was a light glow, not unlike Stark's chest reactor. Steve moved forward and reached out, running his fingertips over one arm. "I can't even feel it."

"There's a reason for that Capsicle. It's a part of her now. It's literally grafted to her, under her skin, to her nerves. It has potential to do more than superhero stuff too. Bruce is working on a version that would help those with severe nerve damage. Potentially, down the road that is, it still needs a ton of research for that."

"Is it just your arms? You were moving with such ease down there. More than usual. And Clint was right, you were showing more than Delta level mutant ability. At least from what I've seen you do before." Natasha asked, taking a chance to touch her friend's arm.

"No, I have them all over practically." She pulled down her gee a little so they could see that the skin below her neck glowing and then lifted up her pant leg to show the glowing there. "That's how I did the lightning. There's also a graft behind my left ear." She turned and moved her hair, it being lit up. "This gives me access to Jarvis and like he helps Tony, he helps me control the grafts along with these contacts. As for my telekenesis, that's just me. I've been practicing." She blinked and her eyes changed colors from blue to white to red and back again to show off the contacts. Steve wagered it helped her to see in different wavelengths and gave information much like Stark's suit readout did. "What do you think?"

"Looks to me like you are a real Jedi now." Natasha said simply. "Well done."

Steve was still hesitant. He'd been a science experiment himself and he knew none of it was an exact art. Banner of all people should know that. He was surprised the quiet scientist went along with this. Of course, he wouldn't do anything to hurt Holly, neither would Stark. But accidents happened. "How do you fix it if it's under her skin? What if she gets cut? Can it short out?"

"It's made of micro-minute flexible polymer, Cap." Banner explained. "It would take a great deal to damage it but it's self repairing for the most part but it can be removed if need be."

Holly nodded. "It's really neat because I don't even feel it. Getting them wasn't fun, it stung and itched, but now they don't bother me."

"How is it powered?" Clint questioned.

"Remember the Matrix, Clint? How much energy they said the human body can create? I'm my own battery."

"Will it affect your metabolism?" Steve questioned. If these grafts were powered by the innate energy of her body, he'd assume she'd have to bring in more fuel to deal with what additional energy was going to the grafts. Just how much energy could she generate? Would it be increased by activity or lessened? His mind filled with questions.

"That's a good question Cap." Bruce praised genuinely. "It depends on just how much she uses them. They can store a great deal of energy, so that she doesn't run herself ragged with just one bit of lightening or whatever."

"But if we have a big fight, I'll probably need to clear out the nearest Burger King." Holly quipped. "Speaking of!"

"Road trip!" Clint announced with enthusiasm, finishing her sentence . "My treat too."

"We really need to just get a Burger King established inside the Tower for us." Tony muttered. "Jarvis, find out what it would take to get our own Burger King on site."

"Yes sir, I will give it my immediate attention." The AI answered wryly.

 **Holly POV**

"Holly, what made you suddenly decide to use your ability more?"

She looked to Clint who was scrutinizing her with his eyes as he munched down on his third Whopper. Tony had had Jarvis call ahead and they'd bought out the restaurant for the night for privacy. All anyone from the outside saw was a dark store with a sign saying due to an electrical problem, they were closed for the evening. That was thanks to a bit of SHIELD tech that Delta had used many times, called a Blackout Fakeout. It turned glass opaque.

"What'd Peggy always say, Clint?"

"That if she was 60 years younger, I'd get the spanking I richly deserved?"

That made Steve roll his eyes and Tony laugh right outloud. Classic Peggy.

"Besides that. One must use all the gifts they are given, that's why we have them. She was always so supportive of me despite all the anti-mutant shit out there."

"People are afraid of what they don't understand." Bruce spoke up, actually eating a salad at Burger King. Tony had ranted about that until both she and Natasha had given him a look to shut him up. "Look at all the garbage that Professor Xavier has had to deal with over the years. You know."

Holly turned to Steve who looked curious. "There've been violent protests up in Westchester. Delta Strike helped take care of more than one of them. Fucking bigots. Some of those kids don't given have abilities that could even hurt people, it just makes them look different."

"I can kind of sympathize with looking different." Steve said, sitting back in his chair. "When I was a kid, before Hitler and Schmitt, eugenics was a huge thing. I can't even tell you the number of teachers I had that used me as an example in class for what eugenics would prevent."

Holly gasped and even though those teachers were long dead and simply ignorant, she still wanted to knock them into next week. How could anyone say something like that to a child? "That's awful!"

"And yet, people like Erik Lensherr, a near Omega level mutant, who survived Hitler's holocaust as a child, believe that eventually, homosuperior will supplant homosapiens."

"Well then I'm fucked." Clint said bluntly.

"Me too there, Legolas."

Clint shook his head. "Nah. You're a supergenius and didn't that get you tested for a mutant gene as a kid?"

Tony sighed. "Yes. My father wanted to see if his son was a freak." At Steve's shocked look, he added, "Howard didn't care that Holly's mom was a mutant. He was more worried about his own progeny. You know that whole, not in my family thing."

Holly spoke up, her heart breaking for Tony and for Howard too. "And my father wanted to see if his oldest boy was a gifted child that Xavier could help." She gave him a tender look because he knew that her father had always referred to him as his own.

He gave her a nod. "Yeah. Yeah he did. Eddie and I were tested together. Mostly because of your mom, there was more of a chance for Eddie."

"Is it unusual for siblings of a mutant parent to not both be mutants?"

Bruce spoke up again. "Usually Cap. But you have to consider that there is still much they don't know how the mutant gene is passed. Or even where it began to show up. Some theorized it had to do with the use of the nuclear bombs in Japan, but that wouldn't explain Xavier, Lensherr or even Holly's mother."

"Hols, didn't you tell me that there were Lakota legends that could be stories about actual mutants even centuries ago?" Clint spoke up after devouring what was left of Natasha's fries.

She nodded. "There are tons of stories in Native legend about shapeshifters, medicine men with amazing gifts and the like. I'll have to ask Thor if some of those legends are actually mischievous Asgardians. The biggest difference is that Natives revered these people, whether human or otherwise, believing the Great Spirit had blessed them and thereby blessed The People. That's how they viewed gay people too, they were blessed with being unique, not shunned, not shamed."

"So your mom didn't have to hide her abilities?" Steve asked, curious.

"Not on the Rez she didn't. From what my dad told me, it wasn't until she moved on from

ARM and joined SHIELD that she had to learn not to use it on instinct." She paused, balling up a wrapper. "Sometimes I wonder what it'd have been like to grow up not knowing there was part of me I had to hide from others." She flinched and looked at Tony, remembering how he'd been so hurt when he found out the truth about her family when they had trusted him with her status as a mutant. "Sorry, Ony."

He waved her off. "No apologies. I get it."

"You were the first one to see me actually use my telekenesis." She added, remembering that day so many years ago. "What were you building that day?"

Tony furrowed his brow in thought. "Christ, maybe a prototype for the first arc reactor?"

She nodded and turned to the others who didn't know the story. "Bruce probably has seen this but when Tony gets frustrated, he has a habit of throwing things. Wrenches usually."

Bruce nodded.

"So here I am at 12 years old with this headache that was just about breaking my head in half. I took a taxi from Queens and decided to surprise Tony in the hopes that he could distract me from the headache. Or something." She smacked Clint's hand as he moved to grab at her fries. "I walk into the playroom in this condo he had at the exact wrong time and there was this wrench coming right at my head."

"I didn't aim for you! I didn't even know you were there or anything. I just threw it!" Tony defended after getting a couple looks from his teammates.

Holly laughed. "That's true. Anyways, I put up both my hands, thinking I could either smack it away or something and it just stops. Right there in midair about two feet from my face." She illustrated the point with a plastic knife, having it hover in midair facing her. "Neither of us said anything until I stepped to the side and then it moved on to crash through the glass door."

"And then you didn't have a headache anymore." Bruce assumed. "Right?"

She shook her head and tapped her nose with one finger. "Well deduced, Dr. Banner." She turned to Steve who looked confused. "Many mutants with mental abilities, whether it's telekenesis or telepathy or more suffer headaches until their first manifestation. After that it's just headaches from trying to learn control."

"Remember Eddie's reaction?" Tony asked with a smirk.

"Oh he was just about...well Hulk green with envy." She remembered his near whining about how it just wasn't fair that she had gifts and he didn't. It was funny and sad considering he'd been nearly 28 at the time. "Peggy was so excited. I showed her by instead of bringing her a cup of tea, I floated it to her from across the room. Nearly gave myself a nosebleed in the effort and spilled most of the tea, but she was so excited to see it."

"You forgot proud, sventa." Natasha added softly.

Holly nodded in agreement. "With Peggy, that was a thankful given."


End file.
